Directors Report of Datamatics Global Services Ltd.

Mar 31, 2025

Your Directors are pleased to present their report together with the Audited Financial Statements of your Company for the
Financial Year ended March 31, 2025.

FINANCIAL PERFORMANCE

The Company's financial performance for the year ended March 31, 2025 as compared to the previous financial year ended
March 31, 2024 is summarized below:

Particulars	Consolidated		Standalone
	2024-25	2023-24	2024-25	2023-24
Revenue from operations	1,723.36	1,549.89	710.52	735.35
Operating Profit before Other Income, Interest, Depreciation and Tax	229.26	243.98	40.12	91.25
Other Income	46.44	45.07	42.20	30.29
Interest	9.93	1.97	2.94	0.62
Profit before Depreciation and Tax	265.77	287.08	79.38	120.92
Depreciation	48.04	36.26	8.92	10.92
Profit Before Exceptional Items and Tax	217.73	250.82	70.46	110.00
Exceptional items	31.57	-	(3.12)	-
Profit Before Tax	249.30	250.82	67.34	110.00
Provision for Taxation	43.79	53.69	11.98	23.68
Profit After Tax	205.51	197.13	55.36	86.32
Share of Minority Interest in Profit/(Loss) for the year	0.49	(1.06)	-	-
Profit for the year	205.02	198.19	55.36	86.32

The Company has prepared the financial statements in
accordance with Indian Accounting Standards (Ind AS)
notified under the Companies (Indian Accounting Standards)
Rules, 2015 read with Section 133 of the Companies Act, 2013,
(the 'Act') and other relevant provisions of the Act.

There are no material departures from the prescribed norms
stipulated by the Accounting Standards in preparation of the
Annual Accounts. Accounting policies have been consistently
applied except where a newly issued accounting standard or
a revision to an existing accounting standard requires a
change in the accounting policy hitherto in use. Management
evaluates all recently issued or revised accounting standards
on an ongoing basis. The Company discloses consolidated
and standalone financial results on a quarterly basis which
are subjected to limited review and publishes consolidated
and standalone audited financial results on an annual basis.

OVERVIEW OF COMPANY'S FINANCIAL PERFORMANCE

The Company is a Digital Technologies, Operations, and

Experiences company that provides intelligent solutions for
data-driven businesses to increase productivity and enhance
the customer experience. With a complete digital approach,
Datamatics portfolio spans across Digital Technology
Solutions, Business Process Management and Engineering
Services powered by Artificial Intelligence. It has established
products in Robotic Process Automation, Intelligent
Document Processing, Business Intelligence and Automated
Fare Collection. Datamatics does business with global
customers across Banking, Financial Services, Insurance,
Healthcare, Manufacturing, International Organizations, and
Media & Publishing.

On a Consolidated basis, your Company achieved revenue
from operations of ' 1,723.36 crores, increased by 11.2% as
compared to ' 1,549.89 crores in the previous year.

Consolidated Operational profits were at ' 22926 crores as
compared to ' 243.98 crores and margin was at 13.3%.

The revenue from operations on a standalone basis is ' 710.52

crores, decreased by 3.4% as compared to ' 735.35 crores in
the previous year.

Standalone Operational profits were at ' 40.12 crores as
compared to ' 91.25 crores and margin was at 5.6%.

DIVIDEND

The Board of Directors recommend a dividend of ' 5/- per
equity share i.e. 100% of the face value of ' 5/- each for the
financial year ended March 31, 2025, subject to approval of
the shareholders at the ensuing Annual General Meeting.

In view of the changes made under the Income-Tax Act, 1961,
by the Finance Act, 2020, dividends paid or distributed by the
Company shall be taxable in the hands of the shareholders.
The Company shall, accordingly, make the payment of
Dividend after deduction of tax at source to those
Shareholders whose names appear in the Register of
Members as on the Record Date.

The Company has not paid any Interim Dividend during the
financial year under review.

DIVIDEND DISTRIBUTION POLICY

In terms of Regulation 43A of the Securities and Exchange
Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("SEBI Listing Regulations"),
the Company has formulated a Dividend Distribution Policy
which details various considerations based on which the
Board may recommend or declare Dividend.

During the financial year under review, there were no
amendments in the Dividend Distribution Policy of the
Company.

Dividend Distribution Policy of the Company can be accessed
on the website of the Company at the weblink:
https://www.datamatics.com/hubfs/Investors/Corporate-
Governance/Dividend-Distribution-Policy.pdf

TRANSFER TO RESERVES

The Board does not propose to transfer any amount to
general reserves and has decided to retain the entire profit for
FY 2024-25 in the profit and loss account.

NATURE OF BUSINESS

There has been no change in the nature of business of the
Company during the FY 2024-25.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR
EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to Section 125 of the Companies Act 2013, the
unclaimed or unpaid (Interim Dividend) for the financial year
2017-2018 was transferred to the Investor Education and
Protection Fund (IEPF) on April 26, 2025. Further, in accordance
with the same section, the unclaimed or unpaid (Final
Dividend) for the financial year 2017-2018 is scheduled
to be transferred to the IEPF on September 19, 2025.
For more information, please visit:
https://www.datamatics.com/about-us/investor-
relations/unpaid-unclaimed-dividend
The Shareholders of the Company who have not received or

encashed their dividend warrants are requested to claim the
unpaid/unclaimed dividend from the Company before its
transfer to IEPF.

The Members, whose unclaimed dividends/shares have been
transferred to IEPF, may claim the same by making an online
application to the IEPF Authority in web Form No. IEPF-5
available on www.mca.gov.in

ACCEPTANCE OF DEPOSITS

The Company has not accepted any deposits during the FY
2024-25 in terms of Chapter V of the Act.

SUBSIDIARY COMPANIES

The Company has the following Indian subsidiaries (including
the step-down subsidiaries) as on March 31, 2025:

1.    Lumina Datamatics Limited

2.    Luminad.AI Limited (formerly known as LDR eRetail
Limited)

3.    Datamatics Professional Services Limited (formerly known
as Datamatics Staffing Services Limited)

4.    Datamatics Robotics Software Limited

5.    Datamatics Information Solutions Limited

6.    Datamatics Foundation

7 Dextara Digital Private Limited*

8.    Datamatics Cloud Solutions Private Limited**

9. Diacritech Technologies Private Limited***

10.    TNQ Tech Private Limited^A

*The Company entered into the Share Purchase Agreement,
Shareholders Agreement and other agreements ("Definitive
Agreements") on April 01, 2024 to acquire 100% of the
shareholding of Dextara Digital Private Limited through the
purchase of shares from its existing shareholders in one or
more tranches over a period of two years in accordance with
the terms of Definitive Agreements. Accordingly, on April 01,
2024 the Company has acquired 80% stake in Dextara Digital
Private Limited. Further, on June 20, 2025 the Company has
acquired balance 20% stake in Dextara Digital Private
Limited. Accordingly, it became Wholly Owned Subsidiary of
the Company w.e.f. June 20, 2025.

**The Company has acquired the balance 2,300 equity
shares (23%) stake in Datamatics Cloud Solutions Private
Limited held by CloudGrowth Private Limited. Accordingly, it
became a Wholly Owned Subsidiary of the Company w.e.f.
May 20, 2024.

***The Board of Directors of Diacritech Technologies Private
Limited and Lumina Datamatics Limited, at its meeting held
on July 31, 2024, had considered and approved a scheme of
amalgamation ("Scheme") pursuant to Sections 233 and
other applicable provisions of the Companies Act, 2013 and
the rules and/ or regulations made thereunder, providing for

the merger of DiacriTech Technology Private Limited
("DiacriTech"/"Transferor Company") with and into Lumina
Datamatics Limited ('Lumina Datamatics'/Transferee
Company') and their respective shareholders. Further,
Regional Director vide Order dated December 05, 2024
pronounced the Order sanctioning Merger of Diacritech with
Lumina Datamatics and a certified copy of the said Order
was filed with the Office of the Registrar of Companies,
Mumbai on December 26, 2024 ('Effective Date'), and as a
result DiacriTech stands amalgamated with Lumina
Datamatics.

^ALumina Datamatics Limited entered into the Share Purchase
Agreement, Shareholders Agreement and other agreements
("Definitive Agreements") on December 09, 2024 to acquire
100% of the shareholding of TNQ Tech Private Limited through
the purchase of shares from its existing shareholders in one or
more tranches over a period of two years in accordance with
the terms of Definitive Agreements. Accordingly, on December
31, 2024 Lumina Datamatics Limited has acquired 80% stake
in TNQ Tech Private Limited and it became subsidiary of
Lumina Datamatics Limited.

The Company has the following overseas subsidiaries
(including the step-down subsidiaries) as on March 31, 2025:

1.    Datamatics Global Services, Inc. (US)

2.    Datamatics Robotics Software Inc. (US)

3.    Datamatics Infotech Limited (UK)

4.    Datamatics Global Services Pty Limited (Australia)

5.    Datamatics Global Technologies Limited (Mauritius)*

6.    Datamatics Global Technologies AG (Switzerland)

7.    Datamatics Global Services FZ-LLC (Dubai)

8.    Datamatics Technologies FZ-LLC (UAE)

9    Datamatics Global Services Corp. (Philippines)

10.    Datamatics Global Services BV (Netherlands)**

11.    Lumina Datamatics Inc. (US)

12.    Lumina Datamatics GmbH (Germany)

13.    Lumina Datamatics UK Limited

14.    Lumina Datamatics Corp (Philippines)

15.    Sunrise Setting Limited (UK)

16.    Diacritech Inc.

17 RJ Globus, Inc. (US)***

18. Dextara Digital (UK) Private LimitedA

19 Dextara Digital (USA) Inc.A*

20. Datamatics Global Services L.L.C-FZaa

*Datamatics Global Technologies Private Limited (Mauritius)
dissolved w.e.f. 02-12-2024.

**Datamatics Global Services B.V. (Netherlands) has been

dissolved w.e.f. 14-11-2024.

***RJ Globus Inc has been dissolved w.e.f. 14-11-2024.

A*The Company entered into the Share Purchase Agreement,
Shareholders Agreement and other agreements ("Definitive
Agreements") on April 01, 2024 to acquire 100% of the
shareholding of Dextara Digital Private Limited (and also to
indirectly acquire Dextara Digital (UK) Private Limited &
Dextara Digital (USA) Inc., wholly owned subsidiaries of
Dextara Digital Private Limited) through the purchase of
shares from its existing shareholders in one or more tranches
over a period of two years in accordance with the terms of
Definitive Agreements. As on April 01, 2024 the Company has
acquired 80% stake in Dextara Digital Private Limited.
Accordingly, Dextara Digital (UK) Private Limited & Dextara
Digital (USA) Inc., became step-down subsidiaries of the
Company. Further, on June 20, 2025 the Company has
acquired balance 20% stake Dextara Digital Private Limited.

ADextara Digital (UK) Private Limited dissolved w.e.f. 10-09¬
2024.

AADatamatics Global Services LLC-FZ (UAE) incorporated as
a Wholly owned subsidiary of the Company w.e.f. 15-11-2024.

In accordance with Section 129 (3) of the Act, the statement
containing salient features of the financial statements of the
subsidiaries in Form AOC-1 is given in the financials section.

Pursuant to the provisions of Section 136 of the Act, the
Financial Statements of the Company including
Consolidated Financial Statements along with relevant
documents and separate Audited Financial Statements in
respect of subsidiaries are available on the website of the
Company www.datamatics.com

Material Subsidiaries

The Board has adopted a Policy for determining Material
Subsidiaries in accordance with the requirements of
Regulation 16(1)( ) of the SEBI Listing Regulations. The Policy,
as approved bycthe Board, is uploaded on the Company's
website and can be accessed at the weblink:
https://www.datamatics.com/about-us/investor-
relations/corporate-governance in terms of the criteria laid
down in the Policy

As per the definition of material subsidiary provided in
Regulation 16(1)( ) of the SEBI Listing Regulations, 3
subsidiaries have been identified as 'Material', as per the
criteria based on the Company's Consolidated Financial
Statements for FY 2024-2025.

The Material Subsidiaries of the Company are identified as (1)
Lumina Datamatics Limited (2) Lumina Datamatics Inc. (3)
TNQ Tech Private Limited.

SHARE CAPITAL

As on the date of this Report, the Authorised Share Capital of
the Company is ' 98,27,50,000/- consisting of 10,53,20,000
equity shares of ' 5/- (Rupees Five only) each and 4,56,15,000
Redeemable Preference Shares of ' 10/- each (Rupees Ten

only).

During the year under review, your Company has issued and
allotted 1,02,359 equity shares having face value of ' 5/- each
to its eligible employees upon exercise of the vested options
granted to the said employees under 'Datamatics Global
Service Limited's Performance Based Employee Stock Option
Plan 2022.'

As on March 31, 2025, the paid-up share capital of the
Company is ' 29,55,31,945/- divided into 5,91,06,389 equity
shares of ' 5/- each fully paid up.

During the year under review, the Company neither issued any
shares with differential voting rights nor issued sweat equity
shares.

RECLASSIFICATION OF CERTAIN PROMOTERS/PROMOTER
GROUP TO PUBLIC SHAREHOLDERS

The Board of Directors of the Company had received Request
Letters dated May 07, 2024 from few members of Promoter/
Promoter Group for reclassification of their shareholding from
the existing Promoter Group category to Public Shareholder
Category under Regulation 31A of the SEBI Listing
Regulations.

The members seeking reclassification (hereafter collectively
referred to as the "Outgoing Promoters") and equity shares
held by them in the Company is mentioned in the table below
and are currently classified as "person belonging to the
promoter group" in the Shareholding Pattern of the Company:

Sr. No.	Name of the Shareholder	No. of Equity Shares held as at date of notice	% Holding
1	Mrs. Shubhlakshmi Dani	17,80,000	3.02
2	Mrs. Rashmi Yogendra Kanodia	10,075	0.02
3	Mrs. Aneesha Aditya Dalmia	0	0
4	Mrs. Amrita Vidur Bhogilal	0	0
Â	Total	17,90,075	3.04

At their meeting held on May 08, 2024, Board of Directors of
the Company analysed the Request Letters received from the
Outgoing Promoters and the confirmations therein as per the
provisions of Regulation 31A of the SEBI Listing Regulations.
Board of Directors also considered Company's confirmations
in this matter and the impact of the proposed reclassification.
Upon perusal of the above, Board of Directors of the
Company approved the reclassification requests of the
Outgoing Promoters and Shareholders subsequently
approved the reclassification at the Annual General Meeting
held on August 01, 2024. However, the reclassification
application was later withdrawn in compliance with directives
issued by BSE Limited and the National Stock Exchange of
India Limited.

EMPLOYEE STOCK OPTION SCHEME

During the year under review, the Company has one

Employee Stock Option Scheme in force, namely,
"Datamatics Global Service Limited's Performance Based
Employee Stock Option Plan 2022 ("PSOP 2022")."

PSOP 2022 is in compliance with SEBI (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021 ("ESOP
Regulations"), as amended from time to time.

The disclosures in compliance with Section 62 of the Act read
with Rule 12 of Companies (Share Capital and Debentures)
Rules, 2014 and ESOP Regulations is available on the website
of the Company at https://www.datamatics.com/about-
us/investor-relations/financials

The Certificate from Mr. Tushar Shridharani, Secretarial
Auditor of the Company as required under ESOP Regulations
confirming that the Company's PSOP 2022 has been
implemented in accordance with the ESOP Regulations and
resolutions passed by the members of the Company, is
provided as "Annexure C" to this Report.

BOARD, COMMITTEES OF THE BOARD & KEY MANAGERIAL
PERSONNEL

BOARD

The members of the Company's Board of Directors are
eminent persons of proven competence and integrity. Besides
their experience, strong financial acumen and leadership
qualities, they have a significant degree of commitment
towards the Company and devote adequate time to the
meetings and preparation. In terms of the requirements of
SEBI Listing Regulations, the Board has identified core skills,
expertise and competencies of the Directors in the context of
the Company's businesses for effective functioning, which are
detailed in the Corporate Governance Report.

As on the date of this Report, the Board of Directors comprises
of 8 Directors, out of which 5 are Independent Directors. The
composition of the Board complies with the requirements
prescribed in the SEBI Listing Regulations.

Retirement by Rotation

In accordance with Section 152 of the Companies Act, 2013
and the Articles of Association of the Company, Mr. Rahul
Kanodia (DIN: 00075801) Whole-time Director, retires by
rotation at the ensuing Annual General Meeting ("AGM") and
being eligible offers himself for re-appointment.

Particulars of changes to the Board Appointment/
Re-appointment

There were the following appointments/re-appointments of
Directors on the Board of the Company during FY 2024-25:

a.    Appointment of Mr. Himanshu Verma (DIN:07832076) as an
Independent Director of the Company for the first term of 2
years with effect from November 05, 2024 to November 04,
2026 (both days inclusive).

b.    Appointment of Dr. Avnish Kshatriya (DIN:10828173) as an
Independent Director of the Company for the first term of 2
years with effect from November 05, 2024 to November 04,
2026 (both days inclusive).

c. Appointment of Mrs. Kanika Mittal (DIN: 10859952) as an
Independent Director of the Company for the first term of 2
years with effect from September 22, 2024 to September
21, 2026. (both days inclusive).

During the year under review, Mr. Dilip Dandekar (DIN:
00846901), Independent Director had retired from the Board
of the Company on account of completion of second term of
five consecutive years.

Further, Dr. Lalit S. Kanodia (DIN: 00005080) was re¬
appointed as Chairman & Whole Time Director of the
Company for a term of 5 years with effect from May 15, 2025 to
May 14, 2030 (both days inclusive).

Brief particulars and expertise of directors seeking
appointment/re-appointment together with their other
directorships and committee memberships have been given
in the annexure to the Notice of the 37^th AGM of the Company
in accordance with the requirements of the SEBI Listing
Regulations and Secretarial Standards.

Key Managerial Personnel (KMP)

As on March 31, 2025, the following persons have been
designated as the Key Managerial Personnel of the Company
pursuant to Section 203 of the Companies Act, 2013 read with
Rule 8 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.

•    Dr. Lalit Kanodia, Chairman and Whole-time Director;

•    Mr. Rahul Kanodia, Whole-time Director designated as
Vice Chairman and CEO;

•    Ms. Divya Kumat, President, Chief Legal Officer &
Company Secretary;

•    Mr. Ankush Akar, Senior Vice President & Chief Financial
Officer.

Particulars of changes in the KMP's

•    Mr. Sandeep Mantri resigned as the Chief Financial Officer
and Key Managerial Personnel of the Company w.e.f.
August 09, 2024.

•    Mr. Ankush Akar was appointed as the Chief Financial
Officer and Key Managerial Personnel of the Company
w.e.f. November 05, 2024.

Declaration by Independent Directors

Pursuant to Section 149(7) of the Companies Act, 2013 and
Regulation 25(8) of the SEBI Listing Regulations, the
Independent Directors have provided a declaration to the
Board of Directors that they meet the criteria of
Independence as prescribed in the Companies Act, 2013 and
the SEBI Listing Regulations, and are not aware of any
situation which exists or may be reasonably anticipated that
could impair or impact their ability to discharge duties as an
Independent Director with an objective independent
judgement and without any external influence.

The Board is of the opinion that the Independent Directors of
the Company hold highest standards of integrity and possess
requisite expertise and experience required to fulfill their
duties as Independent Directors.

Further, in terms of Section 150 of the Companies Act, 2013
read with Rule 6 of the Companies (Appointment and
Qualification of Directors) Rules, 2014, as amended by the
Ministry of Corporate Affairs ("MCA"), Independent Directors of
the Company have confirmed that they have registered
themselves with the databank maintained by The Indian
Institute of Corporate Affairs ('IICA') and will appear for the
online proficiency test of IICA, if applicable within the
prescribed timelines as set under Rule 6(4) of the Companies
(Appointment and Qualifications of Directors) Rules, 2014.

Based on the confirmation / disclosures received from the
Directors, the following Non-Executive Directors are
Independent as on March 31, 2025:

1.    Mr. Vinay Aggarwal

2.    Mrs. Mona Bhide

3.    Mrs. Kanika Mittal

4.    Mr. Himanshu Verma

5.    Dr. Avnish Kshatriya

The terms and conditions of appointment of Independent
Directors are disclosed on the website of the Company at
https:/ /www.datamatics.com/ about-us/investor-
relations/corporate-governance

MEETINGS OF THE BOARD

During the financial year, five meetings of the Board of
Directors were held, the details of which are given in the
Corporate Governance Report of the Company, which forms
part of this Report. The maximum interval between
consecutive two meetings did not exceed 120 days as
prescribed under the Act.

BOARD AND COMMITTEE EVALUATION

The Companies Act, 2013 and SEBI Listing Regulations
contains broad provisions on Board Evaluation i.e. evaluation
of the performance of (i) the Board as a whole, (ii) individual
Directors (including Independent Directors and Chairperson)
and (iii) various Committees of the Board.

Pursuant to the said provisions, the Board has carried out the
annual performance evaluation of the entire Board, its
Committees and all the Directors based on the parameters
specified in the Report of Corporate Governance.

A separate meeting of Independent Directors was held to
discuss the performance of Non-Independent Directors,
Board as a whole and the Chairman after considering the
views of Executive Directors and Non-Executive Directors.

Company's policy on Director's appointment and remune¬
ration:

The Nomination and Remuneration Committee had laid down
criteria for determining Directors Qualification, Attributes and
Independence of a Director, remuneration of Directors, Key
Managerial Personnel and other employees and criteria for
evaluation of Directors, Chairperson, Non-Executive Directors
and Board and the evaluation process of the same. The policy
may be accessed on the Company's website at below link

https://www.datamatics.com/hubfs/Investors/Corporate-

Governance/Nomination-and-Remuneration-Policy.pdf

FUTURE GROWTH STRATEGY

As market opportunities expand, Datamatics remains
committed to fostering innovation and deepening customer
engagement. By partnering closely with clients, Datamatics
aims to support them in their journey to go 'Deep in Digital'
and help them navigate the next phase of growth.

•    AI-First Approach. Artificial intelligence is a key area of
focus for Datamatics. The company has set up a Center of
Excellence to support customers in exploring and scaling
Al-led initiatives. Our approach is centered on building
practical, use case-driven Al solutions that can bring
efficiency and value to business operations.

•    Strengthening Hyperscaler Capabilities. Datamatics is
investing in building competencies across major
hyperscaler platforms such as Microsoft, Google,
Salesforce. The acquisition of Dextara Digital, a
Salesforce-focused company, is in line with this strategy
and enhances our ability to serve a growing customer
base in this ecosystem.

•    Focus on the US, European markets. The US and Europe
continue to be key markets for Datamatics. With
established regional teams and focused go-to-market
initiatives, the company aims to further strengthen its
presence and deepen customer relationships in these
regions.

•    Industry-Focused Solutions. Datamatics is aligning its
solutions to better serve industries such as Banking,
Financial Services, Insurance (BFSI), Manufacturing, and
Logistics. By combining domain knowledge with
technology expertise, we are helping organizations in
these sectors address specific business challenges and
improve operational efficiency.

•    Talent Development and Innovation. To support future
growth, Datamatics will continue to invest in people,
processes, and technology. This includes upskilling
programs, expanding global talent, and enhancing
digital capabilities to meet evolving customer needs. The
company remains focused on delivering long-term value
through innovation and strong customer partnerships.

KEY BUSINESS DRIVERS FOR DATAMATICS IN FY 2024-25

•    AI Innovations and Strategic Collaborations: Looking
ahead to FY26, Datamatics is excited by the
transformative potential of artificial intelligence. We have
collaborated with global technology leaders like Microsoft
and Google to build small language models and copilots
tailored for process automation, empowering enterprises
to accelerate their digital transformation journeys. We are
also proud to be among the world's first companies to
achieve ISO 42001:2023 certification for Artificial
Intelligence Management Systems. We will continue to
innovate in the AI space and currently working on the
development of intelligent AI Agents designed to deliver

contextual and autonomous support across business
functions.

•    Deepening Customer Relationships: With a diverse
customer base spanning multiple industries, including
several Fortune 500 companies, Datamatics is focused on
strengthening existing relationships and expanding within
key accounts. Our integrated sales and marketing
approach is driving targeted account management,
cross-selling, and upselling to unlock greater value for our
clients.

•    Strengthening Our Global Leadership: Our leadership
bench continues to grow stronger with the addition of
seasoned professionals who bring deep expertise in
digital transformation. We have also enhanced our mid¬
management and regional sales teams in the USA and UK
to better support global growth and execution
excellence. We have augmented our board with the
induction of Dr. Avnish Kshatriya, Mrs. Kanika Mittal, and
Mr. Himanshu Verma. We are confident that their extensive
industry expertise will contribute significantly to our
continued success.

•    Advancing Our Products & Platforms: Datamatics
remains committed to building and evolving proprietary
digital technology solutions. Our flagship Intelligent
Automation Platform (IAP) integrates TruBot (RPA),
TruCap+ (IDP), TruDiscovery (AI content assistant) and
AI/ML models to automate a wide range of business tasks,
including the processing of unstructured and semi¬
structured data. Additionally, FINATO is enabling finance
transformation with AI, while TruBI empowers users with
advanced business intelligence and data visualization .

We've also embedded Generative AI into our automation
suite, which is now live with more than 30 customers. Our
products—TruBot, TruCap+, FINATO, and TruBI—are
available on Microsoft Azure Marketplace, expanding
their accessibility to a broader global audience.

•    Expanding Our Global Footprint: Datamatics is
accelerating its brand presence across the US and Europe
through strategic marketing investments. In FY25, we
amplified our visibility by participating in marquee events,
hosting focused customer engagements, and running
high-impact digital campaigns. We also celebrated the
New Year with a memorable event for our customers in
Mumbai, strengthening relationships and reinforcing our
commitment to customer delight.

INTEGRATION OF AI INTO OUR OPERATIONS, SERVICES &

PRODUCTS:

•    Datamatics has continued to demonstrate its
commitment to innovation and operational excellence
within the realm of Digital Operations, specifically
focusing on our Finance & Accounting (F&A) practice. This
report outlines our strategic initiatives, highlights
significant milestones, and presents future growth
strategies to secure our market leadership position.

•    Our strategic initiatives are rooted in an Al-first approach,
reflecting significant investments in artificial intelligence,
particularly within the Procure-to-Pay (P2P) and Order-
to-Cash (O2C) process areas. The F&A - FINATO platform
distinguishes itself with robust capabilities, leveraging
advanced AI-driven analytics to automate routine tasks,
enhance decision-making accuracy, and provide real¬
time insights. The autonomous finance platform reduces
manual intervention, mitigates errors, and ensures
seamless financial workflows, resulting in improved
compliance, optimized cash flow, and significant cost
savings for our clients. Consequently, FINATO solidifies its
role as a leader in AI-enabled F&A solutions.

•    AI-driven Collections: The Collections AI prioritizes
worklists and incorporates a BOT calling agent, resulting in
a 50-70% increase in productivity within the collection
process. This technology ensures that 100% of calls are
effective, providing complete visibility into customer
interactions and transforming each conversation into
actionable insights.

•    Dynamic Credit Assessment: Our runtime dynamic credit
assessment capabilities significantly reduce credit-
related risks by up to 90%. These capabilities leverage AI¬
generated credit scores and integrate in real-time with
financial data sources and credit rating agencies such as
S&P, Fitch, and D&B.

•    The potential for our O2C solutions in North America and
Europe is vast, with an estimated market size of USD 9.2
billion. We focus on leveraging our partnership with
Google to enhance our technological offerings in these
regions.

•    Datamatics sets itself apart by offering a platform that
efficiently manages end-to-end F&A processes,
incorporating advanced features like AI-driven analytics.
This approach reduces the total requirement for working
capital loans and improves our customers' cash flow.

Datamatics' F&A practice has been widely recognized for
its excellence:

-    **Gartner Magic Quadrant**: Positioned within this
prestigious quadrant.

-    **IDC**: Rated as a major player in "Worldwide
Enterprise Analytics and AI Business Process Services
for Finance and Accounting, 2024"

-    **Everest and ISG**: Recognized as a product
challenger and Rising Star in F&A category.

As we move forward, our strategic focus on AI and digital
transformation will continue to drive growth and innovation
within Datamatics' Finance & Accounting practice. We are
poised to deliver enhanced value to our Customers and
solidify our market leadership in the future.

1. Integrating AI into our existing operations right from survey
generation to data processing and reporting.

a.    Patent filing for predictive adaption of surveys based
on respondent's fatigue ensuring better participation
and quality of response

b.    Analysing Survey based Open-ended text response
and reporting using Gen-AI

2.    Datamatics IP for RnA

a. Survey BonsAI - Generating Survey Links from
template free questionnaires. Save 60-80% time in
generating survey links

3.    Industry visibility

a.    Associations - MRSI, ESOMAR, MSPA

b.    Awards - 2 awards at MRSI Golden Key awards in the
two most contested categories:

i.    Most Humane Company (2025)

ii.    Best Use of Technology (2025)

PATENT

Datamatics has been granted a patent for its AI-powered
Intelligent Document Processing software TruCap+ i.e.
'SYSTEM AND METHOD OF AUTOMATED DOCUMENT
PROCESSING FOR STRUCTURED, SEMI-STRUCTURED AND
UNSTRUCTURED DOCUMENTS'.

Datamatics' Intelligent Document Processing (IDP) journey
began nearly a decade ago. Over the years, the team has
diligently integrated new technologies and features,
establishing it as a leading solution in the IDP space -
TruCap+.

Datamatics TruCap+ automates data extraction from
complex structured, semi-structured and unstructured
documents. With AI at the core, it enables template-free
approach, delivers a greater straight-through processing
(STP) with a high accuracy. TruCap+ offers an intuitive UI to
deliver business users an efficiency driven solution. Its cloud-
based architecture allows TruCap+ to scale on demand while
meeting enterprise-grade standards for security, reliability,
and integration.

Recently Datamatics further enhanced TruCap+ with GenAI
capabilities. It enables customers to leverage the power of
GenAI for processing complex and unstructured documents
such as legal documents, financial statements, medical
images, drawings, graphs, emails, etc. Additionally, it allows
customers to query and analyze extracted data using natural
language querying feature.

QUALITY

Quality is the foundation on which the Datamatics' processes
are built. It is an non-negotiable element of the way a
process, service and product is conceived, designed and
delivered end to end. A relentless focus on Customer delight,
continuous process improvements and lean and efficient
processes have been the hallmarks of the company for years.
This is what provides us an edge over our competitors, far and
wide. A look at the average duration a customer has been

happily associated with Datamatics is an eloquent testimony
to our untiring commitment to quality. Quality at Datamatics
is a legacy that is being ably carried forward by the present
team as well. The industry has also been recognizing the
company's performance. This year too, your company and its
personnel featured prominently at various platforms by
winning prestigious awards.

Your Company is the first and the only I.T. Company to have
won the "International Asia Pacific Award" for Quality in
services sector in the year 2007 The Award was won against
competition from hundreds of companies from 38 countries
spread across the world, including the US, Japan, Australia,
New Zealand, Russia, Canada, China, Israel, South Korea,
Peru and Mexico. Your Company also won the prestigious
"IMC IT Award for Quality" in January 2014. We have won the
Global Quality Challenge award of one of the fortune 100
organizations for the ninth time.

Further significant initiatives of the Company towards quality
are:

1) Certifications:

The Company's quality management systems (QMS) that
forms the backbone of all the processes and the way day-to¬
day operations are carried out is a very comprehensive and
robust standard that draws from a host of international
standards and benchmarks. This includes ISO 9001:2015, SEI
CMMI, ITIL, Agile, ISO 20000 and so on. Your Company has
been recommended assessment at the highest maturity level,
Level 5 for CMMI Ver 2.0 SVC model. This covers almost all the
locations and services that we cater to. The QMS has also
been successfully assessed and certified for ISO 9001:2015.
During all the surveillance periodic assessment audits, there
has been no major non-conformity observed. All the new
centers that we added in the financial year have also been
successfully assessed and certified to the above international
standards. Keeping in line with the focus on Artificial
Intelligence, we are in the advanced stages of getting our
Artificial Intelligence Management Systems (AIMS) to ISO
42001 standard. We were among the first few organizations in
the world to get this certification.

In alignment with our environmental and sustainability
commitments, we have achieved accreditation for our
management systems under 14001, the internationally
recognized standard for Environmental Management
Systems. Additionally, we have received certification under
ISO 45001, the global standard for Occupational Health and
Safety Management Systems (OHSMS).

As you are aware, with the growing complexity of the digital
economy the threat on the information security and data also
increases in terms of complexity and impact. Your company is
fully aware of this challenge and we constantly keep
upgrading our information security management systems
(ISMS). Our operations and ISMS have been successfully
assessed and are compliant to ISO 27001:2013, SSAE 16 SOC 1
and SOC2 and HIPAA requirements. As you would be aware,
these standards are extremely important for Financial,
Insurance and Healthcare industries. The Organization is in
the process of upgrading ISO27001:2013 to the latest 2022

version. The Livonia and Philipines operations have also been
successfully assessed and certified to PCI-DSS requirements.
The IPR products, TruCap+ and TruBot have also been
successfully assessed for SOC2+ requirements. The company
got certified to the requirements of CyberEssentials (CE) and
CyberEssentials Plus (CE+). CE and CE+ are UK Government-
backed certification scheme that helps keep an
organisation's and your customers' data safe from cyber
attacks. It provides a more comprehensive demonstration of
an organization's security controls against common cyber
threats. These certifications go along way in establishing
credentials of our cyber security preparedness especially for
the European zone.

Our commitment to ensure a robust information security
management system for our customers has been bolstered by
these certifications. We have implemented Security
Information and Event Management (SIEM) solution as well
which will further strengthen the Information security
management. During the COVID 19 lockdown and remote
working methodology, there has been a palpable increase in
the threat to information and data security. Pre-empting such
threats we have secured our networks further, addressed end
point vulnerabilities and implemented mechanisms and tools
to address advanced persistent threats (APTs) from all kind of
malware attacks. The company recently implemented EDR
(End point Detection and Response) and MDR (Manage
Detection and Response) solutions to further enhance our
preparedness to any malware threats. We also implemented
(MFA) Multiple Factor Authentication solutions to further
enhance access and security controls around sensitive data
and information being processed by the company.
Vulnerability and penetration tests (VA/PT) are carried out
regularly through internal as well as external agencies to
make sure that our networks and servers are robust to any
malicious attacks. We have tied up with an Industry Leader in
the space of Cybersecurity management systems Upguard,
to monitor and manage our security robustness. We are proud
to share that the current score of 843 / 950 and a rating of A is
well above the average score of 668 for the industry. There is
an increased focus on employee awareness around
information security as well for proactive and preventive
measures to thwart any malicious attack. There is a conscious
thrust on risk management as an organization strategy and
the risks and mitigation plans are reviewed regularly at all
pertinent levels.

A lot of thrust has also been put in enhancing the overall
project management skills of our project managers through
formal PMP certification from PMI, USA.

GDPR REGULATIONS AND DATA PRIVACY ACT

As you would be aware, General Data Protection Regulations
(GDPR), the most important regulation around data privacy in
the European Union region came into force a couple of years
back. All our contracts with the customers in the EU region
have been revised to incorporate the requirements of GDPR.
Our processes have been further strengthened around the
GDPR requirements. A dedicated Data Protection Officer
(DPO) has been appointed to address issues, if any, raised
around GDPR compliance. All the relevant employees and

management have been trained on GDPR principles and
requirements. GDPR awareness is an integral part of the
employee induction program.

We are also gearing our processes to address all the
requirements of the Data Privacy Act of India. We plan to get
assessed and certified to Data Privacy standard, ISO 27701.

2)    Customer Satisfaction Tracking:

As you're aware, your Company conducts customer
satisfaction surveys at the end of every major milestone to
assess customer's perception of our services. The wholly
automated survey asks the customers their feedback on a
range of parameters that measure their near and long term
perception about the Company.

We feel proud to share with you that we continue a stellar
performance on this count. Your company scored 5.3 on
overall satisfaction rating on a scale of 1-6, 1 being the lowest
and 6 being the highest. Another highlight of this survey has
been that 85% of the respondents have rated us in the top 2
boxes of the rating i.e. extremely satisfied and Delighted. 64
customers have rated us as delighted on all the parameters.
61% of respondents expressed "Insist " and "Prefer" to work
with Datamatics on Quality of Engagement questionnaire.
We believe that in the modern environment Customer
Experience i.e. the impression that our customers make during
their interaction with us, is extremely critical. Customer
Experience, apart from the feedback on the hard
deliverables, is an integral part of these surveys. We are glad
to share that the results are extremely positive on this front.

Apart from this, the more frequent and real time Customer
Feedback Capture mechanism that captures feedback
through other formal and informal channels also reports an
improving trend in the customer sentiment towards our
processes and performance.

3)    Continuous Improvement - Lean Six Sigma:

The Company has a mature and well-entrenched continuous
improvement program. This program is based on the
principles of Lean, Six Sigma and Kaizen. The program focuses
on making our processes more efficient, productive, accurate
and cost effective. The program continues to deliver
significant benefits to the organization with improvements in
productivity, efficiency, accuracy and customer satisfaction.
Overall 493 Lean Six Sigma projects and 2135 Kaizens were
successfully completed since 2007

The Company has about 30 Six Sigma Green Belt and 60 Six
Sigma White Belt certified professionals along with 6 Six
Sigma Black Belt and 1 Six Sigma Master Black Belt certified
professionals.

HUMAN RESOURCE MANAGEMENT

At Datamatics, the journey to build a diverse workforce is
integral to our HR philosophy. We are dedicated to fostering
an engaging and inclusive workplace that attracts, retains,
nurtures, and empowers talent to reach their full potential. As
of March 31, 2025, Datamatics employs 15,660 people
worldwide.

Datamatics continues to enthuse talent with high-impact
roles, competitive and performance-driven pay with an
emphasis on long-term incentives, a wealth of learning
opportunities, a commitment to enhancing diversity, equity &
inclusion, an employee-centric climate, well-being-focused
infrastructure, and support that promotes fellowship and
commitment amongst employees.

Our Global Annual Climate Survey was conducted with 86%
participation, with the Dextara Datamatics team joining in for
the first time with a customized survey. Datamaticians was
recognized as an 'Employee Friendly' organization for the fifth
year in a row, and positive strides continue to be observed in
'Total Rewards'. Our 'AI-first' mindset strategy has penetrated
further into the minds of Datamaticians with awareness of
Employee well-being and mental health initiatives.

Our consistent efforts were recognized on diverse platforms
globally, enhancing our employer brand and attracting
talent:

•    In India,

?    Datamatics won the prestigious UN Women's India
WEPs award in Transparency & Reporting.

?    Recognized as Most Preferred Workplaces in IT and
ITES for 2024-25, by Marksmen Daily.

?    Won the 'Most Humane Organization Award' by the
Market Research Society of India (MRSI) at the Golden
Key Awards.

?    Conferred with the "Maharashtra Best Employer Brand
Awards 2024", third time in a row.

•    In the Philippines,

?    Healthcare Information Management Association of
the Philippines (HIMAP) - Pamayanan Award for
Community Development.

TALENT ACQUISITION:

FY 2024-25 witnessed a slowdown in the talent market
compared to FY 23-24; however, a notable trend of
candidates holding offers remains. There is a reduction in the
hiring numbers as compared to FY 2023-24 due to the market
slowdown. Most of the competitors equally witnessed a
decrease in the IT hiring numbers. The Talent Acquisition (TA)
Team underwent multiple AI-ChatGPT training programs and
has effectively used AI-ChatGPT for market research,
competitor mapping, JD creation, and search strings. The TA
team has effectively secured joining numbers, met SLAs, and
maintained a good offer-to-joining ratio.

Hiring gig workers remains constant compared to the previous
year. The US market is witnessing uncertainty due to changing
global circumstances. The team created business feasibility
reports for various countries, evaluating key factors such as
educational infrastructure, talent availability, wage
competitiveness, and competitor presence.

The team delivered on the strategies adopted and planned
initiatives to meet the defined goals. On Sourcing, the team
continued to prioritize connecting with maximum candidates

through various sourcing channels, both traditional and
emerging. Mass interview drives were conducted as needed
by the businesses. The candidate engagement process was
effectively executed.

New background verification partners were introduced for
India, the Middle East, and the UK/EU. The team has regularly
conducted desk research related to Datamatics offerings
and market intelligence regarding competitors for all
businesses. Regular engagement was conducted with the
business teams to understand the pulse of the business. The
year also witnessed the hiring and onboarding of senior
strategic hires. The team focused firmly on cost-saving
initiatives by prioritizing direct hiring and minimizing the use of
vendors for key and strategic positions. The team effectively
used cost-effective hiring models.

The team has stayed ahead of the curve with eminent
industry practices relevant for AI-powered resume sourcing,
assessments, interviewing, background verification, and
candidate engagement. Innovation has been the guiding
principle towards relentless improvement, and the team has
employed avant-garde strategies like brand-driven job
posts, video interviewing, passive candidate engagement,
research, social media usage, industry intelligence, and
effective referral programs.

LEARNING & DEVELOPMENT:

Empowering Growth and Enabling Excellence. At Datamatics,
our commitment to nurturing a global learning ecosystem
continues to thrive, thanks to the steadfast support of our
learning Mascot, Datamatics DAT (Develop-Aspire-
Transform). Through close collaboration with our Lines of
Business (LOBs), DAT drives learning excellence and
innovation, ensuring our workforce remains ahead of the
curve in technological capabilities and industry trends.

Key Learning & Development Initiatives:

•    AI First - Use Case Competition: The Corporate L&D team
launched the AI First: Use Case Competition in line with our
focus on continuous learning and innovation. Employees
who upskilled in AI, Machine Learning (ML), and ChatGPT
Enterprise Modernization through L&D programs
showcased real-world applications of their learnings. The
competition covered Digital Operations and Digital
Experience sectors, with 27+ use cases evaluated.

•    AI Learning Spectrum: A comprehensive AI learning
initiative offering 90+ complimentary courses from
prestigious institutions. This initiative catered to all skill
levels, with 767 unique employees completing 7,272
courses, dedicating 27,200 person-hours to AI learning.

•    Tech#Talks: Sharpening Minds, Powering Innovation:
Designed to deepen technical and AI expertise, this series
received an overwhelming response. Over 10 sessions were
conducted, with 2,053 participants actively engaging in
insightful discussions and knowledge sharing.

•    CURE Initiative: Cross-Skilling, Upskilling, Reskilling,
Elevated Skilling: A strategic learning initiative co-led with

business stakeholders, aimed at building a future-ready
workforce. The inaugural session on Agentic AI garnered
significant interest and participation. The specialized
technical trainings we continued to deliver niche and
next-gen skills training aligned with business needs are as
follows:

?    For Developers: OutSystems, React Native, Docker,
AWS

?    For Testers: JMeter, ADO, Playwright

?    For Project Managers: Project Management, Fixed
Price Projects

?    Cross-Functional: UIPath, Power Automate, TruBot

These programs ensure our teams remain equipped with
future-ready and industry-relevant capabilities.

•    Leadership Talk V3.0: A motivational leadership series
designed to inspire and equip employees with actionable
strategies. Over 1,379 employees from various global
locations participated in this engaging initiative.

•    STEM Program Intervention (Step Towards Enhancing Me):

A capability-building program for Junior Management
(JM) focusing on Brand Ambassadorship@Datamatics
was planned and executed successfully across multiple
locations.

•    Microsoft ESI: AOAI Skill-Building: In collaboration with
business units, employees were trained and certified in
high-demand Microsoft AI programs:

?    DP 600 - Fabric Analytics Engineer

?    AI 102 - Azure AI Solution Design

?    DP 203 - Azure Data Engineer Associate

•    Sales Enablement Sessions: Curated in partnership with
the Global Sales Head, this series focused on
strengthening knowledge of DGSL offerings, with an
emphasis on practical application and ongoing learning
for both sales and inside sales teams.

•    Fit to Lead Bootcamp: A six-month supervisory
development program focused on building core
leadership competencies.

•    Get Set Grow: A learning intervention for developing
managerial skills for Team Leaders and Emerging
Managers.

•    English Bytes: This focused communication program
covers grammar, oral/written communication, and
business writing. Many employees benefit from this
program and have enhanced their workplace communi¬
cation skills through this initiative.

•    Campus to Corporate: A classroom-based onboarding
and transition program tailored for fresh graduates,
requested by the FAS business.

•    Harnessing the Power of Storytelling: In Mumbai and
Nashik, this session equipped 33 employees with

storytelling techniques to enhance leadership presence,
communication, and engagement.

•    Trainer Felicitation: Recognized and celebrated 56
internal facilitators and SMEs for their invaluable
contributions to cultivating a strong learning culture
across the organization.

Digital Learning & Compliance Achievements:

•    Elevate LMS Expansion: Our Learning Management
System, Elevate, now houses 220+ learning modules,
covering cutting-edge technologies and trending
domains.

•    Partnerships & Certifications: Strengthened collabo¬
rations with Microsoft and other industry leaders have
enabled more employees to gain certifications and
upgrade critical skillsets.

•    Compliance & Audit Excellence

?    Successfully completed ISO 9001:2015 PA2 Audits
and received ISO 42001:2023 Certification (AI
Management Systems)—placing Datamatics among a
select few globally to attain this recognition.

?    ISMS STQC Surveillance Audits and IQA for HR (L&D)
were completed with zero non-conformities,
reaffirming our commitment to quality and
governance.

Impact Snapshot:

•    The overall learning effort by employees increased by 6%,
as reflected in the rise in total learning hours, emphasising
our dedication to continuous employee development.

•    We recorded 4,56,450 person-hours of learning
(equivalent to 57,056 training days), averaging 8.9 days per
employee.

Our learning initiatives achieved an average feedback rating
of 4.2/5, reflecting our programs' high quality and relevance.

TALENT MANAGEMENT:

Throughout the year, the HR Centre of Excellence focused on
assessing and developing the capabilities of identified Key
Talent, maintaining a performance-driven and appreciation-
focused Culture, celebrating Diversity, Equity, and Inclusion
(DEI) in the workplace, Employer Branding, socially conscious
initiatives, and leveraging technology (including creating in¬
house modules/ automation and GenAI capabilities).

•    Maintaining a performance-driven culture focused on
professional development:

?    As the next step in the Senior Leadership Talent
Development Program (SLTDP), select leaders also
underwent an Executive Coaching journey to hone
their skills further with a pre- and post-journey
developmental evaluation.

?    Continued competency-based focus with key talent
across functions undergoing cohort-based
Assessment/ Development Centers, followed by 1-1
Coach-aided reflection sessions.

?    With due process rigor followed in the Promotion Board
process, 96% of key talent got promoted to the next
grade at a mid-senior level.

?    The Datamatics Mentoring Program (DMP) third
season launched as the Support Squad for identified
Mentees.

?    Our Assessment partner-based online platform
helped identify, assess, develop, and promote talent
across the employee life cycle.

•    Through our online peer-to-peer recognition platform,
'Appreciate with Badges', globally, more than 3500
unique Datamaticians were appreciated with 10,000+
badges.

•    DEI:

?    The fifth anniversary milestone of the Datamatics
Diversity Charter (DDC) was celebrated globally, with
our CEO sharing his views on the strides made.

?    'HE for SHE', a global virtual panel discussion, featured
a compelling keynote address by our esteemed
Chairman, Dr. Lalit Kanodia, four leaders from various
geographies as panellists, and the CHRO as the
moderator. The session, focused on the crucial role of
male allies in helping women thrive in their careers, was
attended by 1400+ Datamaticians.

?    Launched 'Datamatics Women in Tech', where we
highlight inspiring women Datamaticians in
tech/tech-enabled roles who share their career
journey with us as in-house role models.

?    'Coffee, Cakes and Candid Chats', conducted by the
CHRO in the US and Nashik offices, encourages DEI
principles in the workplace.

?    Focused (Wo)Mentoring sessions conducted with
international speakers, with 770+ unique women &
allies joining the sessions during the year in a hybrid
setup.

?    Our continued DEI efforts have been recognized
globally - Our Management team featured on the
International Women's Day website as part of this
year's #AccelerateAction campaign.

•    The Datamatics Fellowship Program pilot was launched in
Puducherry with Tagore Government College of Arts &
Science, aligned with the talent needs of the Digital
Operations business team.

•    Leveraging Technology & in-house expertise:

?    An in-house multi-rater feedback module was
created with automated reports.

?    GenAI-powered analysis/ enhancements undertaken
for applicable initiatives.

All efforts were aligned with a cost-conscious focus,
enhanced employee experience, and improved productivity
(in terms of efforts and time) in consultation with our expert
business team.

•    'Mind Matters' campaign aligned with 'Datamatics Wheel
of Wellbeing', shared credible information and resources,
and destigmatized conversations.

•    The team ensured strategic positive visibility and
increased Datamatics' social presence across all existing
channels, covering themes like DEI, CSR, and compre¬
hensive Employee Wellbeing.

CORPORATE HR:

The role of the HR function has undergone significant

evolution to adapt to the changing needs of an agile

organization. Here are the highlights of the key initiatives

undertaken during the year:

•    Datamatics strengthened its commitments to the
Apprenticeship Program. BOAT and NAPS programs
promote basic and hands-on practical training at the
workplace. In Maharashtra, we transitioned from the
Employment Promotion Programme (EPP) to the newly
introduced Chief Minister Apprenticeship Promotion
Scheme (CMAPS). As of March 31, 2025, the company had
1074 youth apprentices trained across the in-demand
industry skill sets. HR was pivotal in enabling an engaging
environment to support the Blended (Work from Office,
Work from Home, Work from Client Location, and Hybrid)
workforce arrangement. Various surveys during the year
enabled the functions to make appropriate people
decisions in line with the pulse of the employees.

•    The 30-60-90-day program, i.e., New Entrant
Observation (NEO), continues to be a platform to
understand and proactively address the new joiner's
issues.

•    Datamatics acquired Dextara, and the HR team
extended full support to the Dextara team during the year.

•    The focus and attention on Mental Health continued
throughout the year, and eminent experts organized
various talks.

•    Our commitment to the Six Dimensions of Employee
Wellbeing was further strengthened with the Launch of
free Online Doctor consultation (24*7) through partnership
with NIZ Care.

•    The HR function continues to successfully resolve
employees' queries by leveraging Ask HR's digital platform
and online ticketing system.

•    Monthly engagement activities were organized across
locations through the HRBPs. The focus for the year was
Financial and Health awareness among the employees.

•    HRBPs had more than 13,000 unique one-to-one
employee connect sessions during the year.

•    Reward & Recognition (R&R) programs and connect
programs like Euphoria continue to be leveraged for
employee engagement and appreciation.

US and Overseas HR Operations:

The US HR team remains a strategic business partner for all
business lines while maintaining compliance with all
applicable US laws.

The US team continues to deliver a significant chunk of the
business, specifically in our Tax area, CBLE (PSI) project, and
GE Haer project. The USHR team supports talent acquisition,
onboarding, payroll and benefits, retention, and annual US
audits. Under compliance, policies were reviewed, and
improvements were implemented for more cost-effective yet
employee-friendly vacation and sick leave payouts. USHR
supports all project-specific groups with compensation
guidelines to improve billable rates and ensure better profit
margins. USHR continues to operate in a hybrid workforce
model, working three days a week in the office.

Philippines Human Resource Operations:

Strategic HR Execution & Employee Value Proposition- Our

continued commitment to the Employee Value Proposition
has led to significant employee experience and retention
outcome, demonstrating tangible results from our refined
onboarding, employee lifecycle, and retention strategies.
Engagement programs, policy enhancements, and
continued alignment with the employee well-being initiatives
drove these improvements.

Cost Optimization & Recruitment Efficiency - We achieved
notable cost efficiency this year:

•    30% savings in employee engagement expenses without
compromising quality.

•    Cost per hire reduced by more than 70% with all positions,
including volume roles, sourced internally.

•    100% on-time hiring for all ramps and backfills, including
expansion at the Cebu site.

HR Process & Policy Development- To improve functional
effectiveness, the following enhancements were
implemented:

•    Policy Updates: Leave of Absence, Exit Interview,
Performance Improvement Plan, Meals & Transportation,
Skills Allowance.

•    System Enhancements: Upgraded Performance Appraisal
tool and centralized HR FAQs.

These initiatives streamlined operations, improved
compliance, and enhanced employee experience.

Organizational Effectiveness & Engagement— The 2024
Climate Survey's strong results reflected our focus on
employee engagement and workplace culture. The scores
reflected a healthy and engaged workforce, with employees
displaying growing loyalty, satisfaction, and pride in being
part of the organization. Continuous programs such as the
'We Hear You' initiative, classroom visits, FGDs, ESAT surveys,
and governance calls ensured regular feedback loops and
responsive HR action.

Learning & Development Initiatives - We delivered high-
impact programs through the FutureScape Learning Series,
with Fit to Lead continuing to build leadership capacity
across levels. The L&D strategy remains focused on skill¬
building and career growth.

Strategic Events & Talent Pipeline Development - We actively
participated in key events and partnerships like:

•    The 1st India-Philippines Job Fair, shortlisting hundreds of
candidates.

•    AI Innovation forums with the Indian Embassy.

•    Collaborated with 20+ universities to support graduate
career transitions.

The HR achievements in FY 2024-2025 reflect strategic focus,
operational agility, and a deep commitment to employee
and community growth. The team continues to strengthen
Datamatics' employer position as a people-first organization
delivering excellence on all fronts.

CORPORATE SOCIAL RESPONSIBILITY:

Datamatics continues to extend its commitment to corporate
citizenship aligned with the United Nations Sustainable
Development Goals (UNSDGs) through meaningful CSR
activities that impact both individuals and communities in
India and the Philippines. We stayed true to our emphasis on
environment and employability, with an overarching focus on
empowering marginalized groups with employee
participation.

•    In India:

-    DATAMATICS NASHIK STANDS WITH OUR SOLDIERS ON
ARMED FORCES FLAG DAY: Datamatics Nashik was
proud to associate with Zilla Sainik Welfare Office in
December 2024, like the past years. HR team met
Assistant Commissioner, District Skill Development,
Employment & Entrepreneurship Guidance Centre,
Nashik, who mobilise funds for the Armed Forces Flag
Day Fund for our soldiers. Since 1949, 7th December has
been observed as the Armed Forces Flag Day
throughout the country to honour the martyrs and the
men in uniform who valiantly fought on our borders to
safeguard the country. Our humble contribution plays
a small part in rehabilitation of battle casualties,
welfare of serving personnel and their families and
resettlement and welfare of veterans and their
families.

-    Enabling Employability in Tier 3 Cities—We continue to
support employment opportunities in Tier 3 cities in
India, including flexible working options, especially for
women and people with disabilities (PwD).

-    Sponsoring Education for students:

¦ Dakshana Foundation - Focusing on poverty
alleviation through education by identifying
brilliant but impoverished teenagers and providing
intensive coaching for 1-2 years for the IIT and
medical entrance exams.

¦ Tagore Govt. Arts & Science (Puducherry) -

Sponsoring Education for meritorious students.

-    Grow-Trees.com - 1000 trees planted at Ramtek,
Maharashtra, as part of the Trees for Tigers project. 150
individuals (the majority of whom were women from
the Dulara village) gained employment over 80+ days.
The plantation, upon maturing, can absorb ~20,000
kg of Carbon dioxide from the atmosphere and
improve the soil quality of the region.

In the Philippines:

-    E-Waste: Beyond the Street: In celebration of Labor
Day, we honored the invaluable service of 100 street
sweepers and maintenance personnel from Barangay
San Antonio, Pasig. We provided appreciation meals
and care kits containing hygiene essentials and daily-
use items, recognizing workers' hard work to uplift their
morale by showing appreciation in a meaningful way.

-    Empowerment & Employability: Macrame Workshop:

In partnership with Project Pearls, this initiative
supported the GROW (Giving Resources and
Opportunities to Women) program and benefited 50
women from underprivileged communities, providing
hands-on training in macrame-making techniques.
Beyond skill development, the event fostered a strong
sense of economic empowerment and creative
expression.

-    Blood Donation Drive: In partnership with the
Philippine Red Cross, employees contributed to the
national blood bank. The drive resulted in 34
successful donations, highlighting our shared
commitment to health and life-saving causes.

Additionally,

-    Datamaticians participated in the Tata Mumbai
Marathon with pride in support of Annam. A cause
dedicated to fostering health, hope, and nutrition
among its beneficiaries in and around Mumbai.

-    We also personally connected with our beneficiaries in
person and virtually via the Ekam Foundation and
Dakshana to extend our support. Team Datamatics
(CSR/Business/Tech representatives) visited
Dakshana's Pune Campus to interact with 300+
aspiring Engineers and share technology trends and
success mantras.

-    As a socially conscious and community-driven
organization, we continue to welcome New Joiners
with a canvas bag (as part of the ongoing Bonding
Time sessions) in association with Little Angels School
(Mumbai), a school for students with learning
disabilities and special needs.

-    Employees celebrated World Environment Day across
India locations, planting 500+ tree saplings.

-    Employees of Datamatics participated in the Helmet
Rally in association with Traffic PS (North), Puducherry.

- An Awareness Program on 'Eliminating Gender-based
Violence, Gender Equality and Upholding the Dignity
of Women in Society', conducted in association with
the Department of Women and Child Development,
Government of Puducherry, had 130+ participants.

These initiatives reinforce our mission to make a lasting
difference in the lives of those around us.

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

•    The Company continuously endeavors to create and
provide an environment that is free from discrimination
and harassment, including sexual harassment. The
Company is actively involved in ensuring that the
employees/resources are aware of the provisions of the
POSH Act and the rights thereunder.

•    The Company has constituted an Internal Committee (IC)
as required under the POSH Act, and the committee's
constitution complies with the said Act.

•    The Company has also adopted an Anti-Sexual
Harassment Policy, in line with the requirements of the
Sexual Harassment of Women at Workplace (Prevention,
Prohibition, and Redressal) Act, 2013. It is fully committed to
upholding and maintaining the dignity of every woman
executive working in the Company.

•    Number of complaints pending as of the beginning of the
financial year: 0

•    Number of complaints filed during the financial year: 0.

•    Number of complaints pending as of the end of the
financial year: 0

COMPLIANCE OF MATERNITY BENEFIT ACT 1961:

The Company has complied with all the relevant provisions of
the Maternity Benefit Act, 1961.

AWARDS & ACHIEVEMENTS

During the year, the Company (including Subsidiaries & Group
Companies) and its employees received several awards and
recognition, some of which are:

•    Dr. Lalit Kanodia, Chairman of Datamatics Group Won the
'Transformational Impact on Industry 2024' award at MRSI
Golden Key Awards.

•    Mr. Rahul Kanodia, VC and CEO, Datamatics and Mr.
Sameer Kanodia, Managing Director and CEO, Lumina
Datamatics, recognized as CEO of the Year' award at The
Business Leader of the Year Awards 2025.

•    Datamatics recognized by Microsoft as an AI-First Mover
for its impactful use of AI at scale.

•    Datamatics recognized by Google as the 'Strategic
partner for the back office of the future.'

•    Datamatics won Best Use of Technology 2024 at MRSI

Golden Key Awards.

•    Datamatics won The Most Humane Organization award
at MRSI Golden Key Awards.

•    Datamatics won Technology Company of the Year award
and IT-BPM Tech Blazer of the Year award at Asia CEO
Awards.

•    Lumina Datamatics Limited, a material subsidiary of the
Company, has been conferred with a Certificate of
Appreciation for Excellence in Corporate Governance by
the Institute of Company Secretaries of India (ICSI). This
significant recognition shows the strong governance
culture, ethical practices, and compliance-driven
approach embedded across the Datamatics Group. It
reaffirms the Group's unwavering commitment to
upholding the highest standards of corporate
governance.

•    Lumina Datamatics received the IMC Ramkrishna Bajaj
National Quality (RBNQ) Certificate of Merit 2024 in the
Service Category and Milestone Merits Recognition 2024
in the Leadership and Workforce Categories.

•    Lumina Datamatics won Innovative Application of AI in
Cyber Security award at the Cyber Security Excellence
Awards 2025.

•    Lumina Datamatics was awarded India Risk Manage¬
ment award at the India Risk Management Awards.

PARTICULARS OF EMPLOYEES

Disclosures with respect to the remuneration of Directors and
employees as required under Section 197 of the Act read with
Rule 5(1) of Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are annexed as "Annexure
- A" to this Report.

In terms of the provisions of Section 197(12) of the Act read with
Rules 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, a
statement showing the names of top ten Employees in terms
of remuneration drawn and name and other particulars of
Employees drawing remuneration in excess of the limits set
out in the said Rules are required to be part of the report.
However, having regard to the provisions of the first proviso to
Section 136(1) of the Act, the Annual Report excluding the
aforesaid information is being sent to the Members of the
Company. The said information is available for inspection at
the Registered Office of the Company during the working
hours. Any member interested in obtaining such information
may write to the Company Secretary, at the Registered Office
and the same will be furnished on request.

DATAMATICS' INSIDER TRADING POLICY FOR REGULATION
OF TRADING BY INSIDERS

Datamatics' Compliance Team has formulated an Insider
Trading Policy for Directors and employees in compliance with
the SEBI (Prohibition of Insider Trading) Regulations, 2015.

The policy lays down guidelines, which advises the insiders on
procedures to be followed and disclosures to be made, while
dealing with the Company's securities. The policy clearly
specifies, among other matters, that "Designated Persons"
including Directors of the Company can trade in the
Company's securities only when the 'Trading Window' is open.
The trading window is closed during the time of declaration of
financial results, dividend and other important events as
mentioned in the policy.

STRUCTURED DIGITAL DATABASE FOR PREVENTION OF
INSIDER TRADING PRACTICE

In accordance with the Securities and Exchange Board of
India (Prohibition of Insider Trading) Regulations, 2015, ('SEBI
PIT Regulations') as amended, the Company has customized
a secure Insider Trading Compliance Tool (InsiderLens
Software) which is maintained in house to prohibit insider
trading activity. The Company has in place a structured
digital database wherein details of designated persons
along with connected persons with whom UPSI is shared on a
need to know basis and for legitimate business purposes is
maintained with time stamping and audit trails to ensure non¬
tampering of the database.

The Insider Trading Policy for Regulation of Trading by Insiders
is available on our website at
https:/ /www.datamatics.com/ about-us/investor-
relations/corporate-governance

The Compliance Team conducts regular awareness initiatives
by circulating emails to designated employees on the
Company's Prohibition of Insider Trading Policy. Additionally, a
comprehensive training module on the policy has been
developed and made accessible to all employees via the
Company's intranet portal, "Pulse." These measures have
effectively mitigated the risk of insider trading violations.
Consequently, during the financial year 2024-25, there were
no reported instances of insider trading violations.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, in
relation to the audited financial statements of the Company
for the year ended March 31, 2025, your Directors hereby
confirm that:

(i)    In the preparation of the annual accounts for the Financial
Year ended March 31, 2025, the applicable accounting
standards have been followed and no material
departures have been made from the same;

(ii)    In consultation with Statutory Auditor, accounting policies
have been selected and applied 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, 2025 and of the
profit of the Company for the year ended on that date;

(iii)    Proper and sufficient care has been taken for the
maintenance of adequate accounting records in

accordance with the provisions of the Companies Act,
2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and irregularities;

(iv)    Annual accounts have been prepared on a going concern
basis;

(v)    Adequate Internal Financial Controls have been laid
down to be followed by the Company and such Internal
Financial Controls were operating effectively during the
financial year ended March 31, 2025;

(vi)    Proper systems have been devised to ensure compliance
with the provisions of all applicable laws and that such
systems were adequate and operating effectively
throughout the financial year ended March 31, 2025.

SECRETARIAL STANDARDS

The Company has complied with secretarial standards issued
by the Institute of Company Secretaries of India on Board
Meetings and Annual General Meetings.

SECRETARIAL AUDITOR

Secretarial Audit report for the year ended March 31, 2025

As required under provisions of Section 204 of the Companies
Act, 2013 and pursuant to Regulation 24A of SEBI Listing
Regulations, the reports in respect of the Secretarial Audit for
FY 2024-25 carried out by Mr. Tushar Shridharani, Practicing
Company Secretaries, in Form MR-3 has been annexed to this
Board Report as "Annexure B1" and forms part of the Annual
Report. Also, the Secretarial Audit Reports for FY 2024-25 in
Form MR-3 in respect of Lumina Datamatics Limited, the
material unlisted subsidiary of your Company, has been
annexed to this Board Report as "Annexure B2" and forms
part of the Annual Report.

Secretarial Auditors' appointment

In compliance with Regulation 24A of the Listing Regulations
and Section 204 of the Companies Act, 2013 read with rules
thereto, the Board of Directors has appointed M/s. Tushar
Shridharani & Associates LLP, Practicing Company
Secretaries (Firm Registration Number L2025MH018100), as
the Secretarial Auditors for a term of 5 consecutive years i.e.
from FY 2025-26 till FY 2029-30, subject to the approval of the
members of the Company. A resolution to this effect is
included in the notice of the ensuing Annual General Meeting,
which may kindly be referred for more details.

Annual Secretarial Compliance Report

In compliance with the Regulation 24A of the SEBI Listing
Regulations and the SEBI circular CIR/CFD/CMD1/27/2019
dated February 8, 2019 and NSE Circular Ref No:
NSE/CML/2023/30 dated April 10, 2023, the Company has
undertaken an audit for the FY 2024-25 for all applicable
compliances as per SEBI Listing Regulations and
Circulars/Guidelines issued thereunder. The Annual
Secretarial Compliance Report duly issued by Mr. Tushar
Shridharani, Practicing Company Secretary has been

submitted to the Stock Exchanges within the prescribed
timelines.

INFORMATION ON AUDITORS' OBSERVATIONS

1)    Statutory Auditors:

The report of the Statutory Auditors on Standalone and
Consolidated Financial Statements forms part of this Annual
Report. There are no qualifications, reservations or adverse
remarks made by the Statutory Auditors in their report.

2)    Secretarial Auditor:

The Secretarial Audit Report and Annual Secretarial
Compliance Report does not contain any qualification,
reservation or adverse remark.

STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Act 2013 and
the Companies (Audit and Auditors) Rules, 2014, M/s. M L
Bhuwania and Co LLP, Chartered Accountants (Firm
Registration No. 101484W/W100197), were reappointed as
Statutory Auditors of the Company at the 34^th AGM held on
July 29, 2022, to hold office till the conclusion of the 39^th AGM to
be held in the year 2027

M/s. M L Bhuwania and Co LLP, has furnished a certificate of
their eligibility and consent under section 139 and 141 of the
Act and the Companies (Audit and Auditors) Rules 2014, for
their continuance as the Statutory Auditors of the Company
for the FY 2024-25. In terms of the SEBI Listing Regulations, the
Auditors have confirmed that they hold a valid certificate
issued by the Peer Review Board of the ICAI.

The Audit Committee reviews the independence and
objectivity of the Auditors and the electiveness of the Audit
process. The authorized representatives of the Statutory
Auditors' were present at the 36^th AGM of the Company held
on August 01, 2024.

MAINTENANCE OF COST RECORDS AS SPECIFIED BY THE
CENTRAL GOVERNMENT UNDER SUB-SECTION (1) OF
SECTION 148 OF THE COMPANIES ACT, 2013

As per provisions of sub section (1) of Section 148 of the Act, the
Company is not required to maintain cost records.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS
UNDER SUB-SECTION (12) OF SECTION 143 OTHER THAN
THOSE WHICH ARE REPORTABLE TO THE CENTRAL
GOVERNMENT

No frauds were reported by auditors under sub-section (12) of
Section 143 of the Act.

CORPORATE GOVERNANCE

Pursuant to the SEBI Listing Regulations, Report on Corporate
Governance for the year under review, is presented in a
separate section. A certificate from M/s. M L Bhuwania and
Co LLP, Chartered Accountants, Statutory Auditors of the
Company, confirming compliance of conditions of Corporate

Governance, as stipulated under the SEBI Listing Regulations,
is annexed to this report.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING
THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE
OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF
THE COMPANY TO WHICH THE FINANCIAL STATEMENTS
RELATE AND THE DATE OF THE REPORT

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

MANAGEMENT DISCUSSION AND ANALYSIS

The Management's Discussion and Analysis Report for the
year under review, as stipulated under Securities and
Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, is part of this annual report.

COMPOSITION OF THE COMMITTEES OF THE BOARD

There are currently five Committees of the Board, as under:

•    Audit Committee;

•    Nomination and Remuneration Committee;

•    Stakeholders' Relationship Committee;

•    Corporate Social Responsibility Committee;

•    Risk Management Committee.

Details of all the Committees along with their charters,
composition and meetings held during the year, are provided
in the "Report on Corporate Governance", which forms part of
this Annual Report.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of loans, guarantees and investments covered under
the provisions of Section 186 of the Act, are provided in the
Notes to Financial Statements, which forms part of this Annual
Report.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts, arrangements and transactions entered by the
Company with related parties during FY 2024-25 were in the
ordinary course of business and on an arm's length basis.
During the year, the Company did not enter into any
transaction, contract or arrangement with related parties
that could be considered material in accordance with the
Company's policy on related party transactions.

Accordingly, the disclosure of related party transactions in
Form AOC-2 is not applicable. However detailed disclosure on
related party transactions as per IND AS-24 containing name
of the related party and details of the transactions have been
provided under financial statements.

The Company has formulated a Policy on Related Party
Transactions which is also available on Company's website at
https://www.datamatics.com/hubfs/Investors/Corporate-
Governance/Related-Partv-Transaction-Policv-Final.pdf

The Policy intends to ensure that proper reporting, approval
and disclosure processes are in place for all transactions
between the Company and Related Parties.

POLICIES

The SEBI Listing Regulation mandated the formulation of
certain policies for all Listed Companies. In compliance with

the above requirement, all our policies are available on our
website (https://www.datamatics.com/about-us/investor-
relations/corporate-governance). The policies are reviewed
periodically by the Board and updated based on need and
new compliance requirement.

In addition to its Code of Conduct, Key policies that have
been adopted by the Company are as follows:

Name of the Policy	Brief Description and Web Link
Risk Management Policy	The policy provide framework for management of risks and mitigation of threats arising out of environment under which the Company operates. httDs://www.datamatics.com/hubfs/Investors/CorDorate-Governance/Risk-Management-Policy.Ddf
	Â
Whistle Blower/Vigil Mechanism	The Company has formulated and adopted a Whistleblower Policy/Vigil Mechanism for its Directors and Employees to report concerns about unethical behavior, actual or suspected fraud or violation of Company's Code of Conduct and ethics. httDs://www.datamatics.com/hubfs/Investors/CorDorate-Govemance/Whistleblower-Policy.Ddf
Corporate Social Responsibility (CSR) Policy	The Policy outlines the Company’s strategy for bringing about a transformation in the quality of life of people in the society through social upliftment programs. The CSR activities of the Company will focus on Employability, Education & Training, Health and Environment. https://www.datamatics.com/hubfs/Investors/Corporate- Governance/DGSL Corporate%20Social%20Resposibility%20Policy.pdf
Policy on Material Subsidiaries	The Policy is framed to determine Material subsidiaries of the Company and to provide governance framework for such subsidiaries of the Company. https://www.datamatics.com/hubfs/Investors/Corporate-Governance/Policy-for-Material-
	Subsidiaries.pdf
Related Party Transaction Policy	Related Party Transactions Policy is framed to ensure the proper approval and reporting of transactions between the Company and its related parties. https://www.datamatics.com/hubfs/Investors/Corporate-Governance/Related-Party-
	Transaction-Policy-Final.pdf
Insider Trading Policy	The Policy provides the framework in dealing with the securities of the Company. https://www.datamatics.com/hubfs/Investors/Corporate-Governance/Insider-Trading-Policy-
	1.pdf
Policy for determination and Disclosure of Materiality of Events	The Policy is framed to provide an overall governance framework for determination of materiality of events / information and to ensure timely and adequate disclosures of material events / information fully, fairly, correctly and transparently to the concerned authorities. https://www.datamatics.com/hubfs/Investors/Corporate-Governance/Policy-on-
	Determination-and-Disclosure-of-Materiality-of-Events.pdf
	Â
Document Retention and Archival Policy	The Policy is framed to outline the guidelines for retention and archival for corporate records / documents of the Company. https://www.datamatics.com/hubfs/Investors/Corporate-Governance/Document-Retention-
	Archival-Policy-Final-Policy.pdf
Dividend Distribution Policy	This policy sets out principles to determine the amount that can be distributed to equity shareholders as dividend. The policy is framed to achieve dual objectives of appropriately rewarding shareholders through dividends and retaining capital in order to maintain a healthy capital structure to support its future capital and growth requirements. httDs://www.datamatics.com/hubfs/Investors/CorDorate-Governance/Dividend-
	Distribution-Policy.Ddf
Code of Conduct of Board & Senior Management Policy	The Code expects all the members of the Board of Directors and Senior Management personnel of the Company to act in accordance with the highest standards of personal and professional integrity, honesty, and ethical conduct. Every member of the Board of Directors and Senior Management personnel of the Company has an obligation, at all times, to comply with the spirit, as well as the letter, of the Applicable Laws and the principles of this Code. httDs://www.datamatics.com/about-us/investor-relations/corDorate-aovernance

 

INTERNAL FINANCIAL CONTROLS

The Board has adopted policies and procedures for ensuring
orderly and efficient conduct of its business, including
adherence to the Company's policies, safeguarding its
assets, prevention and detection of frauds and errors,
accuracy and completeness of the accounting records and
timely preparation of reliable financial disclosures.

The Audit Committee is responsible for implementing and
maintaining the internal control and periodically reviews the
adequacy and effectiveness of the Company's internal
control environment and monitors the implementation of
audit recommendations, including those relating to
strengthening of the Company's risk management policies
and systems.

The Company has adopted accounting policies which are in
accordance with Indian Accounting Standards (Ind AS)
notified under the Companies (Indian Accounting Standards)
Rules, 2015 read with Section 133 of Act and other relevant
provisions of the Act.

RISK MANAGEMENT POLICY

Risk Management is embedded in Datamatics operating
framework. The Company has a duly approved Risk
Management Policy, which lays down broad guidelines for the
appropriate authority to identify, assess, categorize and
prioritize risks in a timely manner and formulate plans for
mitigation of such risks.

Pursuant to SEBI (Listing Obligation and Disclosure
Requirements) (Second Amendment) Regulations, 2021, the
Risk Management Committee was constituted to frame,
implement and monitor the risk management policy for the
Company. The composition of the Committee is in conformity
with the SEBI Listing Regulations, with majority members
being Directors of the Company. The Committee shall be
responsible for monitoring and reviewing the risk
management plan and ensuring its effectiveness. The Audit
Committee has additional oversight in the area of financial
risks and controls. The major risks identified by the businesses
and functions shall be systematically addressed through
mitigating actions on a continuing basis.

The details of composition of the Risk Management
Committee and its terms of reference, is provided in the
section titled 'Report on Corporate Governance', which forms
part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY ("CSR")

The brief outline of the Corporate Social Responsibility (CSR)
Policy of the Company and the initiatives undertaken by the
Company during the FY 2024-25 are annexed as "Annexure -
D" to this Report in the format prescribed in the Companies
(Corporate Social Responsibility Policy), Rules, 2014.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE
REGULATORS

There are no significant/material orders passed by the
Regulators or Courts or Tribunals impacting the going
concern status of the Company and its operations in future.

ANNUAL RETURN

Pursuant to Section 92(3) of the Act read with Section 134(3)(a)
of the Act, the Annual Return as on March 31, 2025 is available
on the website of the Company at

https:/ /www.datamatics.com/ about-us/investor-
relations/financials

INSOLVENCY AND BANKRUPTCY CODE, 2016

There are no proceedings initiated/pending against the
Company before any bench of the National Company Law
Tribunal under the Insolvency and Bankruptcy Code, 2016
during the financial year under review or as on the date of this
report

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE
VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT
AND THE VALUATION DONE WHILE TAKING LOAN FROM THE
BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE
REASONS THEREOF:

The Company has not made any such valuation during the FY
2024-25.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION,
FOREIGN EXCHANGE EARNINGS AND OUTGO

Details relating to conversation of energy, technology
absorption and foreign exchange earnings and outgo as
required under Section 134(3)(m) of the Act read with Rule 8(3)
of the Companies (Accounts) Rules, 2014, are mentioned
hereunder:

A.    CONSERVATION OF ENERGY:

In view of the nature of activities which are being carried on by
the Company, the particulars as prescribed under Section
134(3)(m) of the Act read with Rule 8(3) of Companies
(Accounts) Rules, 2014 regarding Conservation of Energy are
not applicable to the Company. However, your Company
consciously makes all efforts to conserve energy across all its
operations.

B.    TECHNOLOGY ABSORPTION:

i)    Every effort is made by the Company to update the
technological skills of its technical staff in order to
ensure that they possess adequate skills to enable
them to service the Company's clients.

ii)    The Company has not imported any technology
during the year under review.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

Foreign Exchange Earned in terms of Actual Inflows: '388.97
crores

Foreign Exchange Outgo in terms of Actual Outflows: '64.14
crores

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility and Sustainability Report for the
year ended March 31, 2025 as stipulated under Regulation 34
of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 is annexed as "Annexure - E" which forms
part of this Annual Report.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG)
INITIATIVES

In today's rapidly evolving sustainability-driven global
economy, where sustainability and responsible governance
are essential, Datamatics recognizes that responsible
governance and sustainable practices are fundamental to
long-term success. Our commitment to Environmental, Social,
and Governance (ESG) principles is at the core of our
operations, guiding us in making a positive impact on society,
the environment, and the communities we serve. Through
dedicated initiatives, transparent processes, and a long-term
value-driven approach, Datamatics actively works toward
fostering sustainable growth while fulfilling its social and
environmental responsibilities.

Following are key ESG Initiatives at Datamatics:

1.    Science-based Targets Setting: Science-based targets
are emission reduction goals aligned with climate science
to limit global warming to 1.5°C or well below 2°C.
Datamatics made commitment to setting up SBTi targets
early this year, reinforcing our dedication to addressing
climate change through measurable and science-driven
actions.

2.    ESG Committee: The Company has established a
structured ESG Committee comprising of cross-functional
leadership from the Legal & Secretarial, HR, Finance
departments. This committee is entrusted with overseeing
and driving initiatives related to Environmental, Social,
and Governance aspects across the organization.

3.    Environmental Stewardship: Datamatics is committed to
advancing environmental sustainability through strategic
initiatives that minimize its ecological footprint and
promote long-term green practices.

•    Datamatics prioritizes environmental sustainability as a
key focus area, actively contributing to building a
sustainable society and reducing its carbon footprint.

•    The company adheres to the Ministry of Environment and
Forests (MoEF) e-Waste Management Rule 2016,
supported by a comprehensive e-Waste management
policy.

•    Electricity conservation is emphasized across all office
locations through specific initiatives aimed at reducing
global warming impact like - replacing the lights with LEDs
at all locations, optimized air conditioners with regular
servicing, use of daylight wherever possible in offices etc.

•    Trees for Tiger project: Datamatics proudly supports the
"Trees for Tigers" project in Ramtek, Maharashtra,
contributing to the restoration of tiger habitats in the
Kanha-Pench corridor through the plantation of 1,000
trees. The Kanha-Pench corridor spans an impressive
16,000 sq km and serves as a vital ecological link between
the Kanha and Pench Tiger Reserves. This impactful
initiative not only addresses critical environmental
challenges like habitat fragmentation and human-wildlife
conflicts but also empowers local communities by
generating employment and sustainable livelihoods. By
enhancing ecological balance, improving groundwater
levels, and fostering biodiversity, Datamatics is driving
meaningful change for both wildlife conservation and
community development. Additionally, the project
contributes to carbon sequestration, absorbing
approximately 20,000 kgs of CO₂ annually, showcasing
Datamatics' commitment to a greener, sustainable future.

•    Datamatics has implemented desktop power-saving
software developed by Vigyanlabs, a semi-government
technology organization focused on promoting green
computing.

These initiatives collectively demonstrate Datamatics'
commitment to practical steps in reducing its
environmental impact and supporting sustainable
business practices.

4. Social Responsibility: Datamatics demonstrates a strong
commitment to social responsibility through a broad
range of initiatives aimed at fostering sustainable
communities and creating meaningful social impact. Key
highlights of their social responsibility efforts include:

•    Education & Skill Development: Sponsored under¬
privileged students, supported IIT/medical coaching via
Dakshana Foundation, and provided inclusive education
tools for special needs children.

•    Community Empowerment: Created job opportunities in
Tier 3 cities, enabled rural women's livelihoods in the
Philippines, and transformed urban families' income
through fishing boat donations.

•    Healthcare & Nutrition: Partnered with Annam and Ekam
Foundations to deliver nutritional supplements and
healthcare access to underserved groups.

•    Environmental Sustainability: Sponsored a water
recycling plant and green campus initiatives, reducing
groundwater usage and promoting biodiversity.

•    Sports Excellence & Infrastructure: Supported 24 athletes
under Olympic Gold Quest and renovated facilities for
10,000 students in the Philippines.

•    Volunteerism & Employee Engagement: Fostered
inclusivity through eco-friendly gifts and engaged
employees in road safety and community activities.

5.    Corporate Governance: Datamatics upholds strong
corporate governance built on transparency, ethics, and
accountability. Its governance framework ensures
compliance, risk management, and strategic oversight,
enabling sustainable growth and stakeholder trust
through various initiatives as follows

•    Robust policies covering Board evaluation, ethics, anti¬
bribery, whistleblower protection, stakeholder
engagement, insider trading policy, Prevention of Sexual
Harassment Policy, Equal Employment, Diversity &
Inclusion Policy, Code of Conduct for Board and Senior
Management Personnel, CSR policy, Sustainability
Sourcing Policy, Whistleblower policy, Policy on material
subsidiaries, Annual Performance Evaluation Policy, Board
Diversity Policy, Related Party Transaction Policy and
many others.

•    Balanced Board composition with annual performance
evaluations of the Board, its committees, and directors.

•    Structured risk management processes to identify,
mitigate, and manage business risks.

•    Generative AI policy to balance innovation with security
and confidentiality.

•    Strong Code of Conduct promoting integrity, fairness, and
zero tolerance for corruption.

•    Focus on diversity, inclusion, and skill diversity at
leadership levels.

6.    EcoVadis Assessment: EcoVadis assessment evaluates a
company's sustainability performance across four key
themes: Environment, Labor & Human Rights, Ethics, and
Sustainable Procurement. The assessment uses a
structured methodology to review a company's
sustainability management system based on three pillars:
Policies, Actions, and Results (P-A-R). It focuses on 21
specific sustainability criteria aligned with international
standards such as the UN Global Compact, ISO 26000,
and GRI. The benefits of registering and undergoing
EcoVadis assessment include improved transparency in
the supply chain, enhanced credibility with global
partners, risk management, and continuous improvement
in sustainability performance.

Datamatics' registration with EcoVadis signifies its
commitment to these high sustainability standards and its
intent to benchmark and improve its ESG practices in line
with global best practices.

7.    Integration of Digital ESG analytics: Adoption of cutting-
edge solutions like Sprih, an AI-powered sustainability
platform, enhances our reporting, monitoring, and
progress on sustainability metrics.

8.    Continuous ESG disclosures: Datamatics publishes
annual ESG performance reports in alignment with the
SEBI BRSR framework, striving for greater accountability
to all stakeholders.

Empowering Legal Operations with the New Contract
Management System (CMS) Portal

Aligned with Datamatics' "DEEP IN DIGITAL" initiative, the
Datamatics Legal team, with the help of the Tech team, has
successfully launched a new online portal for contract reviews
and management to address the ever-increasing contract
requests with the aim of ensuring efficiency and effectiveness
in the contract review and execution cycle. With the help of
the CMS Portal, all contract requests are now addressed
through a digitized platform. CMS Portal has also assisted in
managing, tracking, and collaborating for all contract related
requests and has significantly eased the process by
automating it.

The smart features of the Datamatics Contract Management
System encompass -

a.    a comprehensive audit trial ensuring transparency and
accountability throughout processes

b.    compliance with the Company's Contract Management
Policy.

c.    automated workflow for review and approvals by the
stakeholders.

d.    efficient storage and archival of contracts, streamlining
access and retrieval.

e.    user-friendly dashboard and detailed reports to provide
valuable insights.

f.    system goes beyond by offering system-based alerts and
email notifications, keeping users promptly informed of
key updates.

g.    can search for any already executed contracts and
agreements.

h.    sends out automated system alerts well in advance for
agreements that are going to expire or are approaching
expiry.

We are soon going to make the CMS Portal AI-enabled.
MODERN SLAVERY ACT STATEMENT

Modern Slavery Act 2015 ("Act") consolidates UK law on
slavery and human trafficking. A key provision of the Act,
which came into force in October 2015, requires certain
businesses to ensure transparency within their supply chains

and to prepare an annual Slavery and Human Trafficking
Statement. In particular, Section 54, titled "Transparency in
Supply Chains", has a significant impact on the corporate
sector.

As per Section 54 of Modern Slavery Act, 2015 a statement is
required, which shall state the steps taken by an organization
during the financial year to ensure that slavery or human
trafficking is not taking place in its business or supply chain.

Business will have to comply with the reporting requirements
laid out in the Act if:

•    it is incorporated or a partnership;

•    it "carries on a business, or part of a business" in the UK;

•    its turnover or the turnover of a parent company and its
subsidiaries is equal to or greater than £36 million per
annum;

•    it supplies goods or services.

Accordingly, in compliance with the Act, a Statement for FY
2024-25 was approved by the Board of Directors.

CAUTIONARY STATEMENT

Statements in this Report, particularly those which relate to
Management Discussion & Analysis describing the
Company's objectives, estimates and expectations may
constitute "forward looking statements" within the meaning
of the applicable laws and regulations. Actual results might
differ materially from those expressed or implied in the

statements depending on the circumstances.
ACKNOWLEDGEMENTS

The Board of Directors place on record their appreciation of
the assistance, guidance and support extended by all the
Regulatory authorities including SEBI, Stock Exchanges,
Ministry of Corporate Affairs, Registrar of Companies, Reserve
Bank of India, the Depositories, Bankers and Financial
Institutions, the Government at the Centre and States, as well
as their respective Departments for their co-operation and
continued support. The Company expresses its gratitude to
the Customers for their trust and confidence in the Company.

In addition, your Directors also place on record their sincere
appreciation of the commitment and hard work put in by the
Registrar & Share Transfer Agents, all the suppliers,
consultants, clients and employees of the Company.

For and on Behalf of the Board
For Datamatics Global Services Limited

Dr. Lalit S. Kanodia
Chairman
DIN: 00008050

Place : Mumbai
Date : May 15, 2025

---

Mar 31, 2024

On behalf of the Board of Directors, I am happy to present the 36^th Board’s Report of your Company with the Balance Sheet and the Statement of Profit and Loss for the year ended March 31, 2024.

FINANCIAL PERFORMANCE

The Company''s financial performance for the year ended March 31, 2024 as compared to the previous financial year ended March 31, 2023 is summarized below:

Particulars	Consolidated		Standalone
	2023-24	2022-23	2023-24	2022-23
Revenue from operations	1549.89	1459.19	735.35	733.27
Operating Profit before Other Income, Interest, Depreciation and Tax	243.98	242.53	91.25	120.96
Other Income	45.07	38.71	30.29	28.80
Interest	1.97	2.91	0.62	1.87
Profit before Depreciation and Tax	287.08	278.33	120.92	147.89
Depreciation	36.26	34.95	10.92	12.57
Profit Before Exceptional Items and Tax	250.82	243.38	110.00	135.32
Exceptional items	-	-	-	-
Profit Before Tax	250.82	243.38	110.00	135.35
Provision for Taxation	53.69	58.07	23.68	32.22
Profit After Tax	197.13	185.31	86.32	103.10
Share of Minority Interest in Profit/(Loss) for the year	(1.06)	(3.61)	-	-
Profit for the year	198.19	188.92	86.32	103.10

The Company has prepared the financial statements in accordance with Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 read with Section 133 of the Companies Act, 2013, (the ''Act’) and other relevant provisions of the Act.

There are no material departures from the prescribed norms stipulated by the Accounting Standards in preparation of the Annual Accounts. Accounting policies have been consistently applied except where a newly issued accounting standard or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use. Management evaluates all recently issued or revised accounting standards on an ongoing basis. The Company discloses consolidated and standalone financial results on a quarterly basis which are subjected to limited review and publishes consolidated and standalone audited financial results on an annual basis.

OVERVIEW OF COMPANY''S FINANCIAL PERFORMANCE

The Company is a Digital Technologies, Operations, and Experiences company that provides intelligent solutions for data-driven businesses to increase productivity and enhance the customer experience. With a complete digital approach, Datamatics portfolio spans across Digital Technology Solutions,

Business Process Management and Engineering Services powered by Artificial Intelligence. It has established products in Robotic Process Automation, Intelligent Document Processing, Business Intelligence and Automated Fare Collection. Datamatics does business with global customers across Banking, Financial Services, Insurance, Healthcare, Manufacturing, International Organizations, and Media & Publishing.

On a Consolidated basis, your Company achieved revenue from operations of '' 1549.89 crores, increased by 6.2% as compared to '' 1459.19 crores in the previous year.

Consolidated Operational profits were at '' 243.98 crores as compared to '' 242.53 crores and margin was at 15.7%.

The revenue from operations on a standalone basis is '' 735.35 crores, increased by 0.3% as compared to '' 733.27 crores in the previous year.

Standalone Operational profits were at '' 91.25 crores as compared to '' 120.96 crores and margin was at 12.4%.

DIVIDEND

The Company’s Board has recommended a final dividend of Rs. 5/- per equity share (i.e. 100%) of the face value of Rs. 5/- each for the financial year ended March 31, 2024.

The recommended final dividend is in accordance with the Dividend Distribution Policy of the Company approved by the Board and is in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") is available on the Company’s website at https://www.datamatics.com/hubfs/Investors/Corporate-Governance/Dividend-Distribution-Policy.pdf

TRANSFER TO RESERVES

During the year under review, the Company has not transferred any amount to General Reserve out of the amount available for appropriation. However, credit balance of Profit and Loss of '' 553.80 crores is transferred to Balance Sheet under the head Reserves and Surplus.’

NATURE OF BUSINESS

There has been no change in the nature of business of the Company during the FY 2023-24.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND (IEPF)

In terms of Section 125 of the Act unclaimed or unpaid dividend relating to the financial year 2016-2017 is due for transfer on October 20, 2024, to the IEPF established by the Central Government. More details are available on https://www.datamatics.com/about-us/investor-relations/unpaid-unclaimed-dividend.

The Shareholders of the Company who have not received or encashed their dividend warrants are requested to claim the unpaid/unclaimed dividend from the Company before its transfer to IEPF.

The Members, whose unclaimed dividends/shares have been transferred to IEPF, may claim the same by making an online application to the IEPF Authority in web Form No. I EPF-5 available on www.iepf.gov.in.

ACCEPTANCE OF DEPOSITS

The Company has not accepted any deposits during the FY 2023-24 in terms of Chapter V of the Act.

SUBSIDIARY COMPANIES

The Company has the following Indian subsidiaries (including the step-down subsidiaries) as on March 31, 2024:

1. Lumina Datamatics Limited

2. Luminad.AI Limited (formerly known as LDR eRetail Limited)

3. Datamatics Professional Services Limited (formerly known as Datamatics Staffing Services Limited)

4. Datamatics Robotics Software Limited

5. Datamatics Information Solutions Limited

6. Datamatics Foundation

7. Datamatics Cloud Solutions Private Limited^A

8. Diacritech Technologies Private Limited^AA

^AThe Company has acquired the balance 2,300 equity shares (23%) stake in Datamatics Cloud Solutions Private Limited held by CloudGrowth Private Limited and post-acquisition, Datamatics Cloud Solutions Private Limited ceased to be Joint Venture Company and became a Wholly Owned Subsidiary of the Company w.e.f. May 20, 2024.

AALumina Datamatics Limited acquired 100% stake in Diacritech Technologies Private Limited on April 30, 2023 and accordingly

Diacritech Technologies Private Limited become step-down subsidiary of Datamatics Global Services Limited.

The Company entered into the Share Purchase Agreement, Shareholders Agreement and other agreements ("Definitive Agreements") on April 01, 2024 to acquire 100% of the shareholding of Dextara Digital Private Limited through the purchase of shares from its existing shareholders in one or more tranches over a period of two years in accordance with the terms of Definitive Agreements. Accordingly, as on May 08, 2024 the Company has acquired 80% stake in Dextara Digital Private Limited.

The Company has the following overseas subsidiaries (including the step down subsidiaries) as on March 31, 2024:

1. Datamatics Global Services, Inc. (US)

2. Datamatics Robotics Software Inc. (US)

3. Datamatics Infotech Limited (UK)

4. Datamatics Global Services Pty Limited (Australia)

5. Datamatics Global Technologies Limited (Mauritius)

6. Datamatics Global Technologies AG (Switzerland)

7. Datamatics Global Services FZ-LLC (Dubai)

8. Datamatics Technologies FZ-LLC(UAE)

9. Datamatics Global Services Corp. (Philippines)

10. Datamatics Global Services BV (Netherlands)

11. Lumina Datamatics Inc. (US)

12. Lumina Datamatics GmbH (Germany)

13. Lumina Datamatics UK Limited

14. Lumina Datamatics Corp (Philippines)

15. Sunrise Setting Limited (UK)

16. Diacritech Inc.A

17. RJ Globus, Inc. (US)

ALumina Datamatics Limited acquired 100% stake in Diacritech Technologies Private Limited ("DTPL") on April 30, 2023 and accordingly DTPL become Wholly Owned Subsidiary of Lumina Datamatics Limited and Diacritech Inc. (a subsidiary of DTPL) become step down subsidiary of Lumina Datamatics Limited w.e.f. April 30, 2023.

The Company entered into the Share Purchase Agreement, Shareholders Agreement and other agreements ("Definitive Agreements") on April 01, 2024 to acquire 100% of the shareholding of Dextara Digital Private Limited (and also to indirectly acquire Dextara Digital (UK) Private Limited & Dextara Digital (USA) Inc., wholly owned subsidiaries of Dextara Digital Private Limited) through the purchase of shares from its existing shareholders in one or more tranches over a period of two years in accordance with the terms of Definitive Agreements. As on May 08, 2024 the Company has acquired 80% stake in Dextara Digital Private Limited. Accordingly, Dextara Digital (UK) Private Limited & Dextara Digital (USA) Inc., became step-down subsidiaries of the Company.

None of the subsidiary companies other than Lumina Datamatics Limited is a Material Subsidiary, within the meaning of Material Subsidiary as defined under the SEBI Listing Regulations, as amended from time to time.

In accordance with Section 129 (3) of the Act, the statement containing salient features of the financial statements of the subsidiaries in Form AOC-1 is given in the financials section.

Pursuant to the provisions of Section 136 of the Act, the Financial Statements of the Company including Consolidated Financial

Statements along with relevant documents and separate Audited Financial Statements in respect of subsidiaries are available on the website of the Companvwww.datamatics.com

SHARE CAPITAL

As on the date of this Report, the Authorised Share Capital of the Company is ''98,27,50,000/- consisting of 10,53,20,000 equity shares of ''5/- (Rupees Five only) each and 4,56,15,000 Redeemable Preference Shares of ''10/- each.

During the year under review, your Company has issued and allotted 54,693 equity shares having face value of ''5/- each to its eligible employees upon exercise of the vested options granted to the said employees under ''Datamatics Global Service Limited’s Performance Based Employee Stock Option Plan 2022.’

Additionally, the holding of 3,20,98,742 equity Shares of Delta Infosolutions Private Limited in the Company was cancelled and your Company allotted 3,20,98,742 equity shares to shareholders of Delta Infosolutions Private Limited on March 21, 2024 consequent to its amalgamation with the Company.

As on March 31, 2024, the paid-up share capital of the Company is ''29,50,20,150/- divided into 5,90,04,030 equity shares of ''5/- each fully paid up.

During the year under review, the Company neither issued any shares with differential voting rights nor issued sweat equity shares.

Reclassification of certain Promoters/Promoter Group to public shareholders

The Board of Directors of the Company had received Request Letters dated May 07, 2024 from few members of Promoter/ Promoter Group for reclassification of their shareholding from the existing Promoter Group category to Public Shareholder Category under Regulation 31A of the SEBI Listing Regulations.

The members seeking reclassification (hereafter collectively referred to as the "Outgoing Promoters") and equity shares held by them in the Company is mentioned in the table below and are currently classified as "person belonging to the promoter group" in the Shareholding Pattern of the Company:

Sr. No.	Name of the Shareholder	No. of Equity Shares held as at date of notice	°/ % Holding
1	Mrs. Shubhlakshmi Dani	17,80,000	3.02
2	Mrs. Rashmi Yogendra Kanodia	10,075	0.02
3	Mrs. Aneesha Aditya Dalmia	0	0
4	Mrs. Amrita Vidur Bhogilal	0	0
	Total	17,90,075	3.04

At their meeting held on May 08, 2024, Board of Directors of the Company analysed the Request Letters received from the Outgoing Promoters and the confirmations therein as per the provisions of Regulation 31A of the SEBI Listing Regulations. Board also considered Company’s confirmations in this matter and the impact of the proposed reclassification. Upon perusal of the above, Board of Directors of the Company approved the reclassification requests of the Outgoing Promoters.

The reclassification requests will be subject to approvals of the

Shareholders and the approval of BSE Limited and National Stock Exchange of India Limited and/or such other approvals as may be necessary.

EMPLOYEE STOCK OPTION SCHEME

During the year under review, the Company has one Employee Stock Option Scheme in force, namely, "Datamatics Global Service Limited’s Performance Based Employee Stock Option Plan 2022 ("PSOP 2022")."

PSOP 2022 is in compliance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("ESOP Regulations"), as amended from time to time.

The disclosures in compliance with Section 62 of the Act, with Rule 12 of Companies (Share Capital and Debentures) Rules, 2014 and ESOP Regulations is available on the website of the Company at https://www.datamatics.com/about-us/investor-relations/financials

The Certificate from Mr. Tushar Shridharani, Secretarial Auditor of the Company as required under ESOP Regulations confirming that the Company’s PSOP 2022 has been implemented in accordance with the ESOP Regulations and resolutions passed by the members of the Company, is provided as "Annexure C" to this Report.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL Retirement by Rotation

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Sameer Kanodia (DIN -00008232) - Non-Executive Director, retires by rotation at the ensuing Annual General Meeting ("AGM") and being eligible offers himself for re-appointment.

Change in Directors

Brief particulars and expertise of directors seeking appointment/re-appointment together with their other directorships and committee memberships have been given in the annexure to the Notice of the 36^th AGM of the Company in accordance with the requirements of the SEBI Listing Regulations and Secretarial Standards.

Key Managerial Personnel (KMP)

During the year under review, there was no change in the Key Managerial Personnel of the Company.

In terms of the Act, the following are the KMPs of the Company as on March 31, 2024:

• Dr. Lalit Kanodia, Chairman and Whole-time Director;

• Mr. Rahul Kanodia, Whole-time Director designated as Vice Chairman and CEO;

• Ms. Divya Kumat, EVP, Chief Legal Officer & Company Secretary;

• Mr. Sandeep Mantri, EVP & Chief Financial Officer.

Declaration by Independent Directors

The Company has received declarations from all the Independent Directors of the Company confirming that they met the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 25 of SEBI Listing Regulations.

The Board of Directors of the Company is of the view that all the Independent Directors fulfils the criteria of independence and they are independent from the management of the Company. All Independent Directors of the Company have confirmed that

they have registered themselves with Independent Directors’ Database of Indian Institute of Corporate Affairs (IICA) and will appear for the online proficiency test of IICA, if applicable.

MEETINGS OF THE BOARD

During the financial year, five meetings of the Board of Directors were held, the details of which are given in the Corporate Governance Report of the Company, which forms part of this Report. The maximum interval between any two meetings did not exceed 120 days as prescribed under the Act.

BOARD AND COMMITTEE EVALUATION

The Act and SEBI Listing Regulations contains broad provisions on Board Evaluation i.e. evaluation of the performance of (i) the Board as a whole, (ii) individual Directors (including Independent Directors and Chairperson) and (iii) various Committees of the Board.

Pursuant to the said provisions, the Board has carried out the annual performance evaluation of the entire Board, its Committees and all the Directors based on the parameters specified in the Report of Corporate Governance.

A separate meeting of Independent Directors was held to discuss the performance of Non-Independent Directors, Board as a whole and the Chairman after considering the views of Executive Directors and Non-Executive Directors.

Company''s policy on Director''s appointment and remuneration:

The Nomination and Remuneration Committee had laid down criteria for determining Directors Qualification, Attributes and Independence of a Director, remuneration of Directors, Key Managerial Personnel and other employees and criteria for evaluation of Directors, Chairperson, Non-Executive Directors and Board and the evaluation process of the same. The policy may be accessed on the Company''s website at https://www.datamatics.com/hubfs/Investors/Corporate-Governance/Nomination-and-Remuneration-Policy.pdf

FUTURE GROWTH STRATEGY

Datamatics will scale talent globally, invest in employees and accelerate innovation and digital capabilities to capitalize on the expanding market opportunities. The company sees enormous potential to engage and partner with customers to help them go ''deep in digital'' to enable transformation.

• AI-first approach: Datamatics has been actively investing in AI as technology. At Datamatics, we have developed a Center of Excellence to help customers start and scale their AI journey.

• Focus on hyper scalars: Datamatics will invest in building competencies in hyper scalars such as Microsoft, Salesforce, AWS, Snowflake, OutSystems, etc. Datamatics recently acquired Dextara Digital, a premier Salesforce partner, which aligns with this strategy.

• Focus on the US, European markets: Datamatics will continue to focus on the US and Europe markets by leveraging its regional sales teams. Datamatics will focus on digital transformation opportunities, including intelligent automation products, TruBot RPA and TruCap IDP to help clients achieve digital transformation. The company sees significant potential market in these two regions and plans to capitalize on the opportunities by expanding its presence and partnerships.

KEY BUSINESS DRIVERS FOR DATAMATICS IN FY 2023-24

• AI-First approach: Datamatics enables enterprises to adopt

an AI-First strategy, providing a roadmap to automate business processes across the organization. Datamatics AI Center of Excellence empowers businesses to initiate and scale AI initiatives for competitive advantage. By integrating advanced technologies and strategic insights, Datamatics drives enterprises toward new heights of efficiency, agility, and customer satisfaction.

• Products & Platforms: Datamatics continues to develop as well as update its own IP solutions in the digital technology space. Datamatics Intelligent Automation Platform (IAP) is a unified platform to automate a series of tasks, processes, and unstructured and semi-structured data in documents. The IAP combines the capabilities of TruBot for Robotic Process Automation (RPA), TruCap for Intelligent Document Processing (IDP) along with artificial intelligence (AI)/machine learning (ML) models developed by Datamatics. Apart from this Datamatics has developed FINATO for AI-powered finance transformation, TruBI for business intelligence & data visualization and TruFare for Automatic Fare Collection (AFC).

Datamatics has built GenAI components in its products TruBot Robotic Process Automation (RPA) and TruCap Intelligent Document Processing (IDP) and is seeing good traction from its customers. Datamatics products TruBot, TruCap and FINATO are featuring on Microsoft Azure Marketplace.

All these products and platforms are getting good traction in the market and the new logos in the marquee that we are getting, are extremely promising.

• Account Penetration: Datamatics has customers across industries; many of these are Fortune 500 companies. Datamatics is focusing on deeper penetration within the customer accounts through account management for crossselling and up-selling through its integrated sales and marketing efforts.

• Branding & Marketing: Datamatics has been investing in marketing and branding efforts for increasing visibility, strengthening digital footprint and geographic reach. In FY24 Datamatics engaged with prospects and customers through events, conferences, seminars, and digital campaigns. The company also hosted a grand New Year celebration party for its customers in Mumbai.

Integration of AI into our operations, services & products

• Products & Platforms: Datamatics was an innovator last year by introducing Generative AI (GenAI) capabilities to all its intelligent automation platform products, much before some of the other players. Now, with GenAI, citizen developers can create bots with minimal input from the subject matter expert. Likewise, GenAI enhanced Intelligent Document Processing by delivering higher accuracy for complex document processing and faster implementation besides co-pilot for ontology creation, natural language, and contextual querying. Datamatics Intelligent Automation Platform (IAP), with AI at the core, is a unified platform to automate a series of tasks, process unstructured and semi-structured data in documents. The IAP combines the capabilities of TruBot for Robotic Process Automation (RPA), TruCap for Intelligent Document Processing (IDP) along with artificial intelligence (AI)/machine learning (ML) models developed by Datamatics. The IAP also integrates with business-specific models or BYOM, according to business requirements. Apart from this, Datamatics has developed TruBI for business intelligence & data visualization. Each of these automation solutions has underlying AI models that can be trained further to suit the business landscape.

In addition to developing its own IP solutions, Datamatics is investing in cloud partnerships and AI to drive innovation and growth for its clients. Datamatics has extended its Microsoft partnership further by integrating Microsoft Copilot and Azure OpenAI into its Intelligent Automation suite. We are one of the few Microsoft preferred partners to take their Copilot proposition across geographies for co-piloting application development and automating complex scenarios. Datamatics has the expertise to customize Microsoft Copilot to business requirements, modify existing copilots across the industry spectrum, and assess the business landscape to build a new Copilot for complex automations. Datamatics has also extended its product reach by hosting the Intelligent Automation suite of products on MS Azure Marketplace along with probable use cases and quick guidelines to jumpstart automation.

PATENT

Datamatics granted a patent for its AI-powered Intelligent Document Processing software TruCap i.e. ''SYSTEM AND METHOD OF AUTOMATED DOCUMENT PROCESSING FOR STRUCTURED, SEMI-STRUCTURED AND UNSTRUCTURED DOCUMENTS''.

Datamatics'' Intelligent Document Processing (IDP) journey began nearly a decade ago. Over the years, the team has diligently integrated new technologies and features, establishing it as a leading solution in the I DP space - TruCap .

Datamatics TruCap automates data extraction from complex structured, semi-structured and unstructured documents. With AI at the core, it enables template-free approach, delivers a greater straight-through processing (STP) with a high accuracy. TruCap offers an intuitive UI to deliver business users an efficiency driven solution. Its cloud-based architecture allows TruCap to scale on demand while meeting enterprise-grade standards for security, reliability, and integration.

Recently Datamatics further enhanced TruCap with GenAI capabilities. It enables customers to leverage the power of GenAI for processing complex and unstructured documents such as legal documents, financial statements, medical images, drawings, graphs, emails, etc. Additionally, it allows customers to query and analyze extracted data using natural language querying feature.

QUALITY

Quality forms the backbone of everything we do. It is an unnegotiable ingredient of the way a process, service and product is conceived, designed and delivered. A relentless focus on Customer delight, continuous process improvements and lean and efficient processes have been the hallmarks of the company for years. This is what provides us an edge over our competition, far and wide. A look at the average duration a customer has been happily associated with Datamatics is an eloquent testimony to our untiring commitment to quality. Quality at Datamatics is a legacy that is being ably carried forward by the present team as well. The industry has also been recognizing the company''s performance. This year too, your company and its personnel featured prominently at various platforms by winning prestigious awards.

Your Company is the first and the only I.T. Company to have won the "International Asia Pacific Award" for Quality in services sector in the year 2007. The Award was won against competition from hundreds of companies from 38 countries spread across the world, including the US, Japan, Australia, New Zealand, Russia, Canada, China, Israel, South Korea, Peru and Mexico. Your Company also won the prestigious "IMC IT Award for Quality" in

January 2014. We have won the Global Quality Challenge award of one of the fortune 100 organizations for the ninth time.

Further significant initiatives of the Company towards quality are:

1) Certifications:

The Company''s quality management systems (QMS) that forms the backbone of all the processes and the way day-to-day operations are carried out is a very comprehensive and robust standard that draws from a host of international standards and benchmarks. This includes ISO 9001:2015, SEI CMMI, ITIL, Agile, ISO 20000 and so on. Your Company has been recommended assessment at the highest maturity level, Level 5 for CMMI Ver 2.0 SVC model. This covers almost all the locations and services that we cater to. The QMS has also been successfully assessed and certified for ISO 9001:2015. During all the surveillance periodic assessment audits, there has been no major non-conformity observed. All the new centers that we added in the financial year have also been successfully assessed and certified to the above international standards. Keeping in line with the focus on Artificial Intelligence, we are in the advanced stages of getting our Artificial Intelligence Management Systems (AIMS) to ISO 42001 standard which is the latest international standard for AIMS.

As you are aware, with the growing complexity of the digital economy and the present pandemic situation where we have been forced to switch significantly to work from Home model, the threat on the information security and data also increases in terms of complexity and impact. Your company is fully aware of this challenge and we constantly keep upgrading our information security management systems (ISMS). Our operations and ISMS have been successfully assessed and are compliant to ISO 27001:2013, SSAE 16 SOC 1 and SOC2 and HIPAA requirements. As you would be aware, these standards are extremely important for Financial, Insurance and Healthcare industries. The Livonia and Philipines operations have also been successfully assessed and certified to PCI-DSS requirements. The IPR products, TruCap and TruBot have also been successfully assessed for SOC2 requirements.

Our commitment to ensure a robust information security management system for our customers has been bolstered by these certifications. We have implemented Security Information and Event Management (SIEM) solution as well which will further strengthen the Information security management. During the COVID 19 lockdown and remote working methodology, there has been a palpable increase in the threat to information and data security. Pre-empting such threats we have secured our networks further, addressed end point vulnerabilities and implemented mechanisms and tools to address advanced persistent threats (APTs) from all kind of malware attacks. The company recently implemented EDR (End point Detection and Response) and MDR (Manage Detection and Response) solutions to further enhance our preparedness to any malware threats. We also implemented (MFA) Multiple Factor Authentication solutions to further enhance access and security controls around sensitive data and information being processed by the company. Vulnerability and penetration tests (VA/PT) are carried out regularly through internal as well as external agencies to make sure that our networks and servers are robust to any malicious attacks. We have tied up with an Industry Leader in the space of Cybersecurity management systems Upguard, to monitor and manage our security robustness. We are proud to share that the current score of 843 / 950 and a rating of A is well above the average score of 668 for the industry. There is an increased focus on employee awareness around

information security as well for proactive and preventive measures to thwart any malicious attack. There is a conscious thrust on risk management as an organization strategy and the risks and mitigation plans are reviewed regularly at all pertinent levels.

A lot of thrust has also been put in enhancing the overall project management skills of our project managers through formal PMP certification from PMI, USA.

GDPR REGULATIONS AND DATA PRIVACY ACT

As you would be aware, General Data Protection Regulations (GDPR), the most important regulation around data privacy in the European Union region came into force a couple of years back. All our contracts with the customers in the EU region have been revised to incorporate the requirements of GDPR. Our processes have been further strengthened around the GDPR requirements. A dedicated Data Protection Officer (DPO) has been appointed to address issues, if any, raised around GDPR compliance. All the relevant employees and management have been trained on GDPR principles and requirements. GDPR awareness is an integral part of the employee induction program.

We are also gearing our processes to address all the requirements of the Data Privacy Act of India. We plan to get assessed and certified to Data Privacy standard, ISO 27701.

2) Customer Satisfaction Tracking:

As you’re aware, your Company conducts customer satisfaction surveys at the end of every major milestone to assess customer’s perception of our services. The wholly automated survey asks the customers their feedback on a range of parameters that measure their near and long term perception about the Company.

We feel proud to share with you that we continue a stellar performance on this count. Your company scored 5.4 on overall satisfaction rating on a scale of 1-6, 1 being the lowest and 6 being the highest. Another highlight of this survey has been that 87% of the respondents have rated us in the top 2 boxes of the rating i.e. extremely satisfied and Delighted. 64 customers have rated us as delighted on all the parameters. 66% of respondents expressed "Insist ” and "Prefer" to work with Datamatics on Quality of Engagement questionnaire. We believe that in the modern environment Customer Experience i.e. the impression that our customers make during their interaction with us, is extremely critical. Customer Experience, apart from the feedback on the hard deliverables, is an integral part of these surveys. We are glad to share that the results are extremely positive on this front.

Apart from this, the more frequent and real time Customer Feedback Capture mechanism that captures feedback through other formal and informal channels also reports an improving trend in the customer sentiment towards our processes and performance.

3) Continuous Improvement - Lean Six Sigma:

The Company has a mature and well-entrenched continuous improvement program. This program is based on the principles of Lean, Six Sigma and Kaizen. The program focusses on making our processes more efficient, productive, accurate and cost effective. The program continues to deliver significant benefits to the organization with improvements in productivity, efficiency, accuracy and customer satisfaction. Overall 490 Lean Six Sigma projects and 2120 Kaizens were successfully completed since 2007.

The Company has about 30 Six Sigma Green Belt and 60 Six Sigma White Belt certified professionals along with 6 Six Sigma Black Belt and 1 Six Sigma Master Black Belt certified professionals.

HUMAN RESOURCE MANAGEMENT

Building a diverse workforce is at the heart of Datamatics HR ethos, and we aspire to create an engaging workplace that attracts, retains, develops, and helps talent flourish. We are committed to offering a diverse and inclusive work environment, cultivating positive relationships, providing challenging assignments, and promoting growth opportunities based on meritocracy. As of March 31, 2024, Datamatics employed more than 9000 employees worldwide.

Datamatics continues to enthuse talent with high-impact roles, competitive and performance-driven pay with an emphasis on long-term incentives, a wealth of learning opportunities, a commitment to enhancing diversity, equity & inclusion, an employee-centric climate, well-being-focused infrastructure, and support that promotes fellowship and commitment amongst employees.

Our Global Annual Climate Survey was conducted with 88% participation, higher than last year’s 87% participation. Continued positive strides in Organizational Culture and a healthy work environment were made as Datamaticians was recognized as an ''Employee Friendly’ organization four years in a row with significant progress in NPS, eSAT, and ePride scores. Datamaticians also shared their awareness of Employee wellbeing - Datamatics Wheel of Well-Being & Mind Matters initiatives and our focus on AI.

Our consistent efforts were recognized on diverse platforms globally, enhancing our employer brand and attracting talent:

• In India,

? Datamatics was recognized at The DivHERsity Awards in the Top20 Most Innovative Practices category.

? Conferred with the "Maharashtra Best Employer Brand Awards 2023.

• In the Philippines,

? Asia CEO Awards: Recognized as the "Executive Leadership Team of the Year" and "Expatriate Executive of the Year."

TALENT ACQUISITION

FY 2023-24 witnessed a marginal slowdown in the talent market compared to FY 22-23 & FY 21-22, but there is still a notable trend of candidates holding multiple offers. The Talent Acquisition (TA) team has effectively secured promising joining numbers, met SLAs, and maintained good offer-to-joining ratio and productivity levels.

Hiring gig workers remains constant, as compared to the previous year. The US market continues to stay stable; however, niche and key talent continue to remain in high demand.

The team delivered on the strategies adopted and planned initiatives to meet the defined goals. On Sourcing, the team continued to prioritize connecting with maximum candidates through various sourcing channels, both traditional and emerging. Mass interview drives were conducted as needed by the businesses. The candidate engagement process was effectively executed for every potential candidate individually, to ensure interest and enthusiasm for the Company.

The team continued to add new vendor partners across geographies, including a new background verification partner

for the UK and EU regions. The network has been actively utilized to maximize the spread of required closures. The team has regularly conducted desk research related to DGSL offerings and market intelligence regarding competitors, for all businesses. This year has also seen hiring an onboarding of senior strategic hires.

The team has stayed ahead of the curve with eminent industry practices relevant for AI-powered resume sourcing, assessments, interviewing, background verification and candidate engagement. Innovation has been the guiding principle towards relentless improvement, and the team has employed avant-garde strategies like brand-driven job posts, video interviewing, passive candidate engagement, research, social media usage, industry intelligence, and effective referral programs. It has also been a continuous effort to establish Datamatics as an Employer of Choice through powerful messaging around the key Employee Value Proposition.

LEARNING & DEVELOPMENT:

Datamatics DAT (Develop-Aspire-Transform), our learning buddy, plays a crucial role as our dedicated partner in driving learning and development throughout the organization. Through DAT, we offer a diverse range of learning opportunities that empower our employees to embark on a transformative journey of growth and excellence.

In collaboration with various Lines of Business (LOBs), we have led multiple learning interventions tailored to meet the unique needs of our workforce. Some notable initiatives include:

• Eagles XI: An exclusive Leadership Development program aimed at unlocking the potential of high achievers, with a focus on leveraging AI.

• AI Learning Spectrum: Our extensive AI program offers diverse courses tailored to individuals at all skill levels. Notably, 299 employees completed around 713 AI courses, collectively dedicating 6651 person-hours to this endeavour.

• AI Powered Chatbot Training: Over 1000 employees globally attended sessions to enhance their skills in generating informative and engaging responses through AI-powered ChatBots.

• Power Automate: More than 450 of our technical enthusiasts participated in sessions focused on unlocking the power of automation with Power Automate.

• Leadership Talk V2.0: Hosted a series of empowering Leadership Talks with over 4500 attendees since April 2023.

• STEM (Step Towards Enhancing Me) Intervention: Successfully completed a 7-months personal development program for 97 participants across multiple locations, resulting in improving communication and productivity improvement.

• Fit to Lead Bootcamp: Two batches of six-months supervisory program aimed at instilling core competencies for effective team leadership, with over 101 employees participating.

• Gen AI Tech Day: Organized a full-day workshop on Generative AI in collaboration with AWS, aiming to enhance the skills of our workforce.

• Innovate Day: Executed a collaborative event for the Inside Sales team, featuring internal and external speakers and inaugurated by our esteemed leadership.

• Trainer Felicitation: Recognized 42 Internal facilitators and SMEs for their significant contribution to strengthen our learning culture.

Specialized Technical Trainings: In addition to our comprehensive learning interventions, we placed a special focus on technical training such as Outsystems, Power BI, AWS, GenAI with Chat GPT, SSRS & SSIS, and .Net for freshers, ensuring our workforce remains equipped with cutting-edge skills to excel in today''s dynamic business landscape.

Digital Learning Initiatives: Our digital learning initiatives witnessed significant enhancements, including renaming our in-house Learning Management System to Elevate, offering over 168 learning modules, and featuring new courses catering to emerging technologies.

Partnership Support & Certifications: We strengthened our partnerships with industry leaders such as Microsoft and HubSpot, facilitating employee certifications and skill development, thereby reinforcing our commitment to excellence.

The L&D team at Datamatics continues to stay compliant by successfully completing various external audits, including IQA, ISO, client audits, ISMS audits, and others.

There has been a remarkable 116% surge in total person-hours of learning, thereby cementing a culture of continuous learning and development. We achieved 432,254 person hours (equivalent to 54,032 training days), averaging 7.54 days per person, compared to 374,149 person-hours (equivalent to 46,768 training days) from the previous fiscal year. Alongside an average feedback rating of 4.2 out of 5, our achievements signify the effectiveness of our learning initiatives, resulting in upskilling and cross-skilling of Datamaticians.

TALENT MANAGEMENT:

Through the year, the HR Centre of Excellence focused on developing the capabilities of identified Key Talent, establishing a performance-driven and appreciation-focused Culture, driving Diversity, Equity, and inclusion (DEI) in the workplace, Employer Branding, CSR initiatives and adopting GenAI capabilities, where feasible.

• Establishing a performance-driven culture focused on professional development:

? Based on last year’s Leadership Workout session analysis, a cohort-based immersive Senior Leadership Talent Development Program (SLTDP) was conducted for the Leadership team.

? Enhanced competency-based focus, with internal benchmarks and practical learning applications for all key Talent interventions.

? With due process rigour followed in the Promotion Board process, 92% key talent got promoted to next grade at a mid-senior level.

? With the success of the pilot Datamatics Mentoring Program (DMP), we launched the next season of the Support Squad for some of our key talent globally.

• Through our online peer-to-peer recognition platform, ''Appreciate with Badges'', globally, more than 4000 unique Datamaticians were appreciated with 15000 badges, with a substantial 40% increase in unique Datamaticians appreciated Talent@Datamatics globally.

• DEI :

? ''Coffee, Cakes and Candid Chats'', a DDC initiative were conducted by CHRO in the US (on Juneteenth) and in the

Philippines & Puducherry offices on #EmbracingEquity at the workplace.

? Focused (Wo)Mentoring sessions with Indian and International speakers were structured in a hybrid setup.

? Our continued DEI efforts have been recognized globally

- Our CEO & Vice Chairman featured among 20 Global Leaders and influencers across domains committed to women''s advancement on the International Women''s Day website for the second time. Simultaneously, our entire Senior Leadership team featured on the website as part of this year’s #InspireInclusion campaign.

• With the ''We Heard You'' campaign, we sought the voice of Datamaticians and the HRBP team globally. We introduced process and tech enhancements which saw higher adoption rate.

• Throughout the year, a multi-dimensional Datamatics Wheel of Well-being campaign brought in initiatives related to Emotional and Mental Well-Being.

• Launched a dedicated page on the website for the ''Datamatics Diversity Charter'' and an e-module (enabled by the L&D team) on ''Promoting DEI principles at the workplace’. The team ensured strategic positive visibility and increased Datamatics’ social presence across all existing channels, covering themes like DEI, CSR and Mental Health.

CORPORATE HR:

The role of the HR function has undergone significant evolution to

adapt to the changing needs of an agile organization. Here are

the highlights of the key initiatives undertaken during the year:

• Datamatics maintained a strong focus on the Apprenticeship Program. The Board of Apprenticeship Training (BOAT) program was institutionalized across the locations. BOAT and NAPS programs promote basic and hands-on practical training at the workplace. We participated in the yearly state-level apprenticeship program in Maharashtra to train new job seekers through the Employment Promotion Programme (EPP). As of March 31, 2024, the company had 2122 youth apprentices trained across the in-demand industry skill sets.

• HR Due Diligence for acquisition of Dextara Digital was completed in-house, with the focus now shifting towards an integration roadmap.

• We created a conducive environment to promote the Blended (Work from Office, Work from Home, Work from Client Location, and Hybrid) workforce arrangement.

• The strengthening of the agile onboarding process ensured seamless onboarding and acclimatisation of the blended workforce across the locations.

• The quarterly Bonding Time session, a pivotal intervention to meet the remote new joiners’ in person and establish connect, was leveraged around the year.

• The 30-60-90-day program, i.e. New Entrant Observation (NEO), provided a platform to understand and proactively address the new joiner''s issues.

• We introduced the Employee Counselling Support Program, a valuable addition to our commitment to the Six Dimensions of Employee Wellbeing. We recognized the need to aid Data-maticians in managing personal challenges while working on their careers.

• HRBPs had almost 10,000 unique one-to-one employee connect sessions during the year.

• The HR function continues to leverage digital platform Ask HR and its online ticketing system to resolve employees'' queries successfully.

• Employee-friendly flexible components were added to the CTC structure, offering an appealing opportunity for tax savings while efficiently planning the year''s CTC payout.

• Monthly engagement activities were organized across locations through the HRBPs. The focus for the year was Financial and Health awareness among the employees. A few sessions were exclusively planned to benefit various employee demographics that were aligned with the Datamatics Diversity Charter.

• Reward & Recognition (R&R) programs and connect programs like Euphoria were leveraged for employee bonding and engagement beyond work.

• A consistently high score in the PS Client audit ensured our commitment to the client service standards.

US and Overseas HR Operations:

US HR continues to be a strategic business partner for all lines of business while maintaining compliance with all applicable US laws.

The US team continues to deliver a significant chunk of the business, specifically in our Tax area, CBLE (PSI) project, and GE Haer project. The USHR team supported talent acquisition, onboarding, retention, process audits. Under compliance, policies were reviewed, and improvements were implemented to have more cost-effective yet employee-friendly vacation and sick leave payouts. USHR supported all project-specific groups with compensation guidelines to improve billable rates and ensure better profit margins. USHR continues to be in a hybrid model for the workforce, working 3 days a week in the office.

Datamatics Overseas HR has initiated the Stichting Normering Arbeid (SNA) certification process for the Netherlands entity. The SNA certification will be an important milestone for the company as it will help us to sponsor the talent mobility from India.

Philippines Human Resource Operations:

Employee Value Proposition - Our comprehensive Employee Value Proposition framework has led to a much improved retention rate, focusing on holistic well-being programs aligned with Datamatics Wheel of Wellbeing, recognition and rewards, and continuous learning initiatives.

Automation/AI Initiatives: Our digital engagement core and AI-driven Applicant Tracking System have revolutionized employee engagement and hiring processes, ensuring efficiency and effectiveness.

• Datamatics Digital Engagement at Its Core - The Xoxoday platform, with its robust digital capabilities powered by Emplus, revolutionizes how we approach employee engagement. Providing a seamless, intuitive interface enables us to implement a wide range of engagement activities that resonate with the modern employee, right from recognition and rewards to surveys and feedback mechanisms.

• We employ Manatal’s AI-driven Applicant Tracking System in tandem with SHL''s robust assessment tools to thoroughly analyze job requirements and current market trends. This

dual-technology approach allows us to source candidates who are the best fit for the specific roles required for omnichannel support and have the potential to excel in these positions.

Hiring Delivery: We have achieved timely hiring and onboarding, fulfilling headcount requirements to support business operations. There was 100% schedule adherence, while successfully hiring 1,476 staff for ramp-up and backfill needs.

We showcased proficiency in recruiting for various bilingual positions, including European and APAC languages, and also demonstrated volume hiring capability by recruiting 260 Chat Support Agents within two weeks. We also prioritized internal recruitment to optimize hiring.

Benefits & Policy Enhancements:

With due commitment to our Datamatics Diversity Charter, the enhanced coverage for Health Benefits includes coverage for LGBTQ and elderly parents.

We have cost-effective health benefits premium for dependents, availability of dedicated facilities for LGBTQ employees. We introduced compensatory Time Off for managers required to work on holidays, in lieu of monetary compensation.

We Hear You Initiatives - Our ''We Hear You’ initiatives ensure every voice is valued:

• FGD: Held biannually across all departments and projects.

• Governance Calls: Occur semi-monthly with Support Enablers POCs and Delivery Stakeholders; led and concluded by HRBP.

• Surveys: Conducted post all training sessions and employee engagement activities

• HRBP Classroom Visits: HRBPs attend all new classes to connect and assess new employees'' sentiments.

• ESAT Surveys: Conducted quarterly to address concerns and gauge employee sentiment immediately.

Continuous Learning and Development:

Understanding our employees'' unique and varied aspirations, we have carefully curated The FutureScape Learning Series to cater to our organization''s wide array of learning needs. This series is a comprehensive compilation of seven distinct programs, each one the result of meticulous planning and a deep understanding of the specific developmental needs across different domains and organizational levels. Fit to Lead has been an immensely popular program for the managerial cadre.

CORPORATE SOCIAL RESPONSIBILITY:

This was a big year for us as we focused on giving back to the communities in various ways in India and the Philippines, focusing on 11 United Nations Sustainable Developmental Goals (UNSDGs). Our initiatives aim to positively impact various areas, from empowering marginalized groups to supporting education and healthcare.

• In India:

- Enabling Employability in Tier 3 Cities - we continue to support employment opportunities in Tier 3 cities in India, including flexible working options. We respect the flexibility needs that capable and aspiring Talent, especially women, might have. Some roles offer flexible second innings and the opportunity to come ''Back to the Front’ phase-wise, with experience and training adding

to future employability. We directly supported 1000 trainees/ apprentices throughout the year.

- Sponsoring Education for underprivileged students:

¦ Dakshana Foundation - Focusing on poverty alleviation through education by identifying brilliant but impoverished teenagers and providing intensive coaching for 1-2 years for the IIT and medical entrance exams.

¦ Tagore Govt. Arts & Science (Puducherry) -

Sponsoring Education for 15 underprivileged students.

¦ Ekam Foundation - We supported the Education of some special children across various educational institutions and Unnati scholarship for a few girls.

- Annam - Supporting underprivileged children and women through concentrated nutrition supplements.

- Olympic Gold Quest - Supporting the training and preparation of India''s top athletes. Overall, 12 Athletes and 12 Para athletes supported in 8 sports -Archery, Athletics, Badminton, Boxing, Powerlifting, Shooting, Table tennis, and Wrestling. This included training, Sports Science, Coaching, Equipment & sports kit, Expert Coaches Program, Athlete Management & Performance Monitoring and other Administrative Costs.

- Sponsored a water recycling plant for a Govt. College in Puducherry, thereby reducing water consumption from the ground, recycling used water and supporting the sustainable environmental needs of the 18 acres of Green Campus.

• In the Philippines:

- Banca Awarding to Fisherfolks: Awarded motorized fishing boats to three fishermen supplying 70,000 residents, providing opportunities for better livelihoods.

- Invest in Kids, Invest in Dreams: Supported 100 kindergarten students with school supplies and food packs, promoting education.

- Supporting Public Education: Contributed to Rizal High School for facility maintenance and fostering education.

- Livelihood Project for Women: Empowered 12 women''s groups across Real, Quezon, with training sessions and computer units for enhanced livelihood opportunities.

- Special Needs Children''s Education: Donated art supplies and equipment to 175 special needs students in Calamba.

- Blood Donation Drive: Contributed 46 blood bags to the Red Cross Philippines Blood Bank, making a significant difference in emergencies.

Additionally,

- The CEO and CHRO were part of the Rotary Global Leadership Summit at Mumbai. The CEO shared his insights on AI with an august audience from Industry and Academia. The CHRO moderated a roundtable with esteemed Speakers from diverse Industries and Academia, on the subject of building organization capability for competitive advantage in the digital age.

- Being a Socially conscious and Community-driven organization, we continue to welcome New Joiners with a canvas bag from the Shraddha Charitable Trust, Mumbai, which provides vocational training to autistic & mentally challenged young adults - as part of our ongoing Bonding Time sessions.

- Employees of Datamatics participated in the Helmet Rally in association with Traffic PS (North), Puducherry.

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

• The Company continuously endeavours to create and provide an environment that is free from discrimination and harassment, including sexual harassment. The Company is actively involved in ensuring that the employees/resources are aware of the provisions of the POSH Act and the rights thereunder.

• The Company has constituted an Internal Committee (IC) as required under the POSH Act, and the committee''s constitution complies with the said Act.

• The Company has also adopted an Anti-Sexual Harassment Policy, in line with requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013. It is fully committed to upholding and maintaining the dignity of every woman executive working in the Company.

• Number of complaints pending as of the beginning of the financial year: 0

• Number of complaints filed during the financial year: 0.

• Number of complaints pending as of the end of the financial year: 0

AWARDS & ACHIEVEMENTS

During the year, the Company (including Subsidiaries & Group Companies) and its employees received several awards and recognition, some of which are:

• Datamatics Recognized as Forbes Asia 200 Best Under a Billion Companies 2023

• Datamatics recognized amongst India’s Top 500 Value Creators 2023 by Dun & Bradstreet India

• FINTECH India Innovation Award 2024 in the Best Customer Experience Service category for Automated Fare Collection Services

• Datamatics named as ''Leader’ in the IAOP 2024 Global Outsourcing 100 List

• Datamatics recognized in the prestigious UN Women WEP -India Awards 2023

• Lumina Datamatics received the Operational Excellence through Digital Transformation Award at the 5^th edition of the CII DX Awards 2023

• Lumina Datamatics awarded with IMC RBNQ Milestone Merit Recognition Awards in the Customers and Operations categories.

PARTICULARS OF EMPLOYEES

Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of the Act read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as "Annexure -A" to this Report.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement

showing the names of top ten Employees in terms of remuneration drawn and name and other particulars of Employees drawing remuneration in excess of the limits set out in the said Rules are required to be part of the report. However, having regard to the provisions of the first proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the Members of the Company. The said information is available for inspection at the Registered Office of the Company during the working hours. Any member interested in obtaining such information may write to the Company Secretary, at the Registered Office and the same will be furnished on request.

DATAMATICS'' INSIDER TRADING POLICY FOR REGULATION OF TRADING BY INSIDERS

Datamatics has formulated an Insider Trading Policy for Directors and employees in compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015.

The policy lays down guidelines, which advises the insiders on procedures to be followed and disclosures to be made, while dealing with the Company’s securities. The policy clearly specifies, among other matters, that "Designated Persons" including Directors of the Company can trade in the Company’s securities only when the ''Trading Window’ is open. The trading window is closed during the time of declaration of financial results, dividend and other important events as mentioned in the policy.

The Insider Trading Policy for Regulation of Trading by Insiders is available on our website at https://www.datamatics.com/about-us/investor-relations/corporate-governance.

STRUCTURED DIGITAL DATABASE FOR PREVENTION OF INSIDER TRADING PRACTICE

In accordance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, (''SEBI PIT Regulations’) as amended, the Company has customized a secure Insider Trading Compliance Tool (InsiderLens Software) which is maintained in house to prohibit insider trading activity. The Company has in place a structured digital database wherein details of persons with whom UPSI is shared on a need to know basis and for legitimate business purposes is maintained with time stamping and audit trails to ensure non-tampering of the database.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) of the Act with respect to the Directors’ Responsibility Statement, the Board of Directors, to the best of their knowledge confirms that:

(i) in the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

(ii) they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for the year ended on that date;

(iii) they have 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;

(iv) they have prepared the annual accounts on a ''going concern’ basis;

(v) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

(vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

SECRETARIAL STANDARDS

The Company has complied with secretarial standards issued by the Institute of Company Secretaries of India on Board Meetings and Annual General Meetings.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has appointed Mr. Tushar Shridharani, Practicing Company Secretaries, Mumbai to undertake the Secretarial Audit of the Company.

The Secretarial Auditor has conducted an audit as per the applicable provisions of the Companies Act, 2013 and Regulation 24A of the SEBI Listing Regulations.

The Secretarial Audit Report given by the Secretarial Auditor in Form No. MR-3 as per the provisions of Section 204 of the Act, read with Rules framed thereunder for the financial year ended March 31, 2024 has been annexed to this Board Report as "Annexure B1" and forms part of the Annual Report.

Secretarial Audit of Material Unlisted Indian Subsidiary

In terms of Regulation 24A of the SEBI Listing Regulations, Mr. Tushar Shridharani, Practicing Company Secretary, has undertaken secretarial audit of Lumina Datamatics Limited, material subsidiary of the Company for the financial year ended March 31, 2024. The Secretarial Audit Report in Form No. MR-3 of Lumina Datamatics Limited isued by Mr. Tushar Shridharani for the financial year ended March 31, 2024 is annexed as "Annexure - B2" to this Report.

Annual Secretarial Compliance Report

In compliance with the Regulation 24A of the SEBI Listing Regulations and the SEBI circular CIR/CFD/CMD1/27/2019 dated February 8, 2019 and NSE Circular Ref No: NSE/CML/2023/30 dated April 10, 2023, the Company has undertaken an audit for the FY 2023-24 for all applicable compliances as per SEBI Listing Regulations and Circulars/ Guidelines issued thereunder. The Annual Secretarial Compliance Report duly issued by Mr. Tushar Shridharani, Practicing Company Secretary has been submitted to the Stock Exchanges within the prescribed timelines.

INFORMATION ON AUDITORS'' OBSERVATIONS

1) Statutory Auditors:

The report of the Statutory Auditors on Standalone and Consolidated Financial Statements forms part of this Annual Report. There are no qualifications, reservations or adverse remarks made by the Statutory Auditors in their report.

2) Secretarial Auditor:

The Secretarial Audit Report and Annual Secretarial Compliance Report does not contain any qualification, reservation or adverse remark.

STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Act, and the Companies (Audit and Auditors) Rules, 2014, M/s. M L Bhuwania and Co LLP, Chartered Accountants (Firm Registration No. 101484W/W100197), were reappointed as Statutory Auditors of the Company at the 34^th AGM held on July 29, 2022, to hold office till the conclusion of the 39^th AGM to be held in the year 2027.

M/s. M L Bhuwania and Co LLP, has furnished a certificate of their eligibility and consent under section 139 and 141 of the Act and the Companies (Audit and Auditors) Rules 2014, for their continuance as the Statutory Auditors of the Company for the FY 2024-25. In terms of the SEBI Listing Regulations, the Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the ICAI.

The Audit Committee reviews the independence and objectivity of the Auditors and the electiveness of the Audit process. The authorized representatives of the Statutory Auditors’ were present at the 35^th AGM of the Company held on September 29, 2023.

MAINTENANCE OF COST RECORDS AS SPECIFIED BY THE CENTRAL GOVERNMENT UNDER SUB-SECTION (1) OF SECTION 148 OF THE COMPANIES ACT, 2013

As per provisions of sub section (1) of Section 148 of the Act, the Company is not required to maintain cost records.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

No frauds were reported by auditors under sub-section (12) of Section 143 of the Act.

CORPORATE GOVERNANCE

Pursuant to the SEBI Listing Regulations, Report on Corporate Governance for the year under review, is presented in a separate section. A certificate from M/s. M L Bhuwania and Co LLP, Chartered Accountants, Statutory Auditors of the Company, confirming compliance of conditions of Corporate Governance, as stipulated under the SEBI Listing Regulations, is annexed to this report.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

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

MANAGEMENT DISCUSSION AND ANALYSIS

The Management’s Discussion and Analysis Report for the year under review, as stipulated under SEBI Listing Regulations is part of this annual report.

COMPOSITION OF THE COMMITTEES OF THE BOARD

There are currently five Committees of the Board, as under:

• Audit Committee;

• Nomination and Remuneration Committee;

• Stakeholders’ Relationship Committee;

• Corporate Social Responsibility Committee;

• Risk Management Committee.

Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the "Report on Corporate Governance", which forms part of this Annual Report.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Act, are provided in the Notes to Financial Statements, which forms part of this Annual Report.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts, arrangements and transactions entered by the Company with related parties during FY 2023-24 were in the ordinary course of business and on an arm’s length basis. During the year, the Company did not enter into any transaction, contract or arrangement with related parties that could be considered material in accordance with the Company’s policy on related party transactions.

Accordingly, the disclosure of related party transactions in Form AOC-2 is not applicable. However detailed disclosure on related party transactions as per IND AS-24 containing name of the related party and details of the transactions have been provided under financial statements.

The Company has formulated a Policy on Related Party Transactions which is also available on Company’s website at

https://www.datamatics.com/hubfs/Investors/Corporate-Governance/Related-Partv-Transaction-Policv-Final.pdf The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.

POLICIES

The SEBI Listing Regulation mandated the formulation of certain policies for all Listed Companies. In compliance with the above requirement, all our policies are available on our website (https://www.datamatics.com/about-us/investor-relations/corporate-governance). The policies are reviewed periodically by the Board and updated based on need and new compliance requirement.

In addition to its Code of Conduct, Key policies that have been adopted by the Company are as follows:

Name of the Policy Brief Description Web Link

Risk Management Policy The policy provide framework for management of risks https://www.datamatics.com/hubfs/Inv

and mitigation of threats arising out of environment estors/Corporate-Governance/Risk-under which the Company operates. Management-Policy.pdf

Whistle Blower/Vigil The Company has formulated and adopted a https://www.datamatics.com/hubfs/Inv

Mechanism Whistleblower Policy/Vigil Mechanism for its Directors estors/Corporate-

and Employees to report concerns about unethical Governance/Whistleblower-Policy.pdf behavior, actual or suspected fraud or violation of Company’s Code of Conduct and ethics.

Corporate Social The Policy outlines the Company’s strategy for https://www.datamatics.com/hubfs/Inv

Responsibility (CSR) Policy bringing about a transformation in the quality of life of estors/Corporate-

people in the society through social upliftment Governance/DGSL Corporate%20Social programs. The CSR activities of the Company will focus %20Resposibility%20Policy.pdf on Employability, Education & Training, Health and Environment.

Policy on Material The Policy is framed to determine Material subsidiaries https://www.datamatics.com/hubfs/Inv

Subsidiaries of the Company and to provide governance estors/Corporate-Governance/Policy-

framework for such subsidiaries of the Company. for-Material-Subsidiaries.pdf

Related Party Transaction Related Party Transactions Policy is framed to ensure https://www.datamatics.com/hubfs/Inv

Policy the proper approval and reporting of transactions estors/Corporate-Governance/Related-

between the Company and its related parties. Partv-Transaction-Policv-Final.pdf

Insider Trading Policy The Policy provides the framework in dealing with the https://www.datamatics.com/hubfs/Inv

securities of the Company. estors/Corporate-Governance/Insider-

Trading-Policy-1.pdf

Policy for determination and The Policy is framed to provide an overall governance https://www.datamatics.com/hubfs/Inv

Disclosure of Materiality of framework for determination of materiality of events / estors/Corporate-Governance/Policy-

Events information and to ensure timely and adequate on-Determination-and-Disclosure-of-

disclosures of material events / information fully, fairly, Materiality-of-Events.pdf

correctly and transparently to the concerned

authorities.

Document Retention and The Policy is framed to outline the guidelines for https://www.datamatics.com/hubfs/Inv

Archi_val Policy retention and archival for corporate records / estors/Corporate-

documents of the Company. Governance/Document-Retention-

Archival-Policv-Final-Policv.pdf

Dividend Distribution Policy This policy sets out principles to determine the amount https://www.datamatics.com/hubfs/I

that can be distributed to equity shareholders as n_vestors/Corporat_e-

dividend. The policy is framed to achieve dual Governance/Dividend-Distribution-

objectives of appropriately rewarding shareholders Poli_cy.odf

through dividends and retaining capital in order to

maintain a healthy capital structure to support its

future capital and growth requirements.

INTERNAL FINANCIAL CONTROLS

The Board has adopted policies and procedures for ensuring orderly and efficient conduct of its business, including adherence to the Company''s policies, safeguarding its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures.

The Audit Committee is responsible for implementing and maintaining the internal control and periodically reviews the adequacy and effectiveness of the Company''s internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Company''s risk management policies and systems.

The Company has adopted accounting policies which are in accordance with Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 read with Section 133 of Act, and other relevant provisions of the Act.

RISK MANAGEMENT POLICY

Risk Management is embedded in Datamatics operating framework. The Company has a duly approved Risk Management Policy, which lays down broad guidelines for the appropriate authority to identify, assess, categorize and prioritize risks in a timely manner and formulate plans for mitigation of such risks.

Pursuant to SEBI (Listing Obligation and Disclosure Requirements) (Second Amendment) Regulations, 2021, the Risk Management Committee was constituted to frame, implement and monitor the risk management policy for the Company. The composition of the Committee is in conformity with the SEBI Listing Regulations, with majority members being Directors of the Company. The Committee shall be responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions shall be systematically addressed through mitigating actions on a continuing basis.

The details of composition of the Risk Management Committee and its terms of reference, is provided in the section titled ''Report on Corporate Governance'', which forms part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY ("CSR")

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company during the FY 2023-24 are annexed as "Annexure -D" to this Report in the format prescribed in the Companies (Corporate Social Responsibility Policy), Rules, 2014.

SCHEME OF AMALGAMATION

The Board of Directors of the Company, at its meeting held on March 04, 2022, had considered and approved a scheme of amalgamation ("Scheme") pursuant to Sections 230 to 232 and other applicable provisions of the Act and the rules and/ or regulations made thereunder, providing for the merger of its holding Company, Delta Infolutions Private Limited ("Delta"/"Transferor Company") with and into Datamatics Global Services Limited (''the Company''/Transferee

Company'') and their respective shareholders.

As mentioned in the last Annual Report of your Company, the proposed Amalgamation will result in the promoters of the Company directly holding shares in Delta, which will lead not only to simplification of the shareholding structure and reduction of shareholding tiers but also demonstrate the promoter group''s direct commitment to and engagement with the Company. There would be no change in the paid-up share capital and the financial position of the Company post Amalgamation.

The Company had received in principle approval from both the stock exchanges conveying their no objection to the Scheme and subsequently the parties to the Scheme inter alia filed a ''Company Scheme Application'' before National Company Law Tribunal (''NCLT'') seeking direction for convening the meeting of the shareholders for approval of the scheme of Amalgamation. The NCLT vide its Order dated June 22, 2023 directed to hold a meeting of Equity Shareholders of the Company on August 08, 2023.

Thereafter, a meeting of Equity Shareholders was held on August 08, 2023, wherein the Scheme of Amalgamation was approved by requisite majority of shareholders in accordance with the provisions of the Section 230 and 232 of the Companies Act, 2013 and SEBI Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023, as amended from time to time.

Further, a meeting of Unsecured Creditors was held on December 19, 2023, wherein the Scheme of Amalgamation was approved by requisite majority of unsecured creditors in accordance with the provisions of the Section 230 and 232 of the Companies Act, 2013 and SEBI Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023, as amended from time to time.

Thereafter, the parties to the Scheme filed a ''Company Scheme Petition'' before the Hon''ble NCLT Mumbai Bench seeking sanction of the Scheme.

The NCLT vide its Order dated February 13, 2024 pronounced the Order sanctioning the abovementioned Scheme. A certified copy of the said Order was filed with the Office of the Registrar of Companies, Mumbai on February 24, 2024 (''Effective Date''), and as a result Transferor Company stands amalgamated with the Company effective from April 01, 2021 (''Appointed Date'').

In accordance with the Scheme, the holding of 3,20,98,742 Equity Shares of Transferor Company in the Transferee Company was cancelled and Board of Directors of the Company at its meeting held on March 21, 2024 issued and allotted 3,20,98,742 Equity Shares of the Company to the Equity Shareholders of Transferor Company in equal proportion to their holding in Transferor Company .

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its operations in future.

ANNUAL RETURN

Pursuant to Section 92(3) of the Act read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2024 is

available on the website of the Company at https:/ /www.datamatics.com/ about-us/investor-relations/financials.

APPLICATION UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:

The Company has not made any application under the Insolvency and Bankruptcy Code, 2016 during the FY 202324.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

The Company has not made any such valuation during the FY 2023-24.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Details relating to conversation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, are mentioned hereunder:

A. CONSERVATION OF ENERGY:

In view of the nature of activities which are being carried on by the Company, the particulars as prescribed under Section 134(3) (m) of the Act read with Rule 8(3) of Companies (Accounts) Rules, 2014 regarding Conservation of Energy are not applicable to the Company. However, your Company consciously makes all efforts to conserve energy across all its operations.

B. TECHNOLOGY ABSORPTION:

i) Every effort is made by the Company to update the technological skills of its technical staff in order to ensure that they possess adequate skills to enable them to service the Company''s clients.

ii) The Company has not imported any technology during the year under review.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

Foreign Exchange Earned in terms of Actual Inflows : '' 386.06 crores

Foreign Exchange Outgo in terms of Actual Outflows : '' 42.06 crores

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility and Sustainability Report for the year ended March 31, 2024 as stipulated under Regulation 34 of the SEBI Listing Regulations is annexed as "Annexure - E" which forms part of this Annual Report.

ACKNOWLEDGEMENTS

The Board of Directors place on record their appreciation of the assistance, guidance and support extended by all the Regulatory authorities including SEBI, Stock Exchanges, Ministry of Corporate Affairs, Registrar of Companies, Reserve Bank of India, the Depositories, Bankers and Financial Institutions, the Government at the Centre and States, as well as their respective Departments for their cooperation and continued support. The Company expresses its gratitude to the Customers for their trust and confidence in the Company.

In addition, your Directors also place on record their sincere appreciation of the commitment and hard work put in by the Registrar & Share Transfer Agents, all the suppliers, consultants, clients and employees of the Company.

For and on Behalf of the Board For Datamatics Global Services Limited

Sd/-

Dr. Lalit Kanodia Chairman DIN: 00008050

Place: Mumbai

Date: May 08, 2024

---

Mar 31, 2023

On behalf of the Board of Directors, I am happy to present the 35^th Board’s Report of your Company with the Balance Sheet and the Statement of Profit and Loss for the year ended March 31, 2023.

FINANCIAL PERFORMANCE The Company''s financial performance for the year ended March 31, 2023 as compared to the previous financial year ended March 31, 2022 is summarized below: ( Rs. In Crores)
Particulars	Consolidated		Standalone
	2022-23	2021-22	2022-23	2021-22
Revenue from operations	1459.19	1201.05	733.27	578.51
Operating Profit before Other Income, Interest, Depreciation and Tax	242.56	193.27	120.99	101.86
Other Income	38.71	26.33	28.80	20.87
Interest	2.91	2.89	1.87	1.21
Profit before Depreciation and Tax	278.36	216.71	147.92	121.52
Depreciation	34.95	33.30	12.57	11.83
Share of profit of Joint Venture	-	(0.03)	-	-
Profit Before Exceptional Items and Tax	243.41	183.38	135.35	109.69
Exceptional items	-	8.67	-	33.75
Profit Before Tax	243.41	192.05	135.35	143.44
Provision for Taxation	58.07	36.65	32.22	32.33
Profit After Tax	185.34	155.40	103.13	111.11
Share of Minority Interest in Profit/(Loss) for the year	(3.61)	(2.08)	-	-
Profit for the year	188.95	157.48	103.13	111.11

The Company has prepared the financial statements in accordance with Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 read with Section 133 of the Companies Act, 2013, (the ''Act’) and other relevant provisions of the Act.

There are no material departures from the prescribed norms stipulated by the Accounting Standards in preparation of the Annual Accounts. Accounting policies have been consistently applied except where a newly issued accounting standard or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use. Management evaluates all recently issued or revised accounting standards on an ongoing basis. The Company discloses consolidated and standalone financial results on a quarterly basis which are subjected to limited review and publishes consolidated and standalone audited financial results on an annual basis.

OVERVIEW OF COMPANY''S FINANCIAL PERFORMANCE

The Company is a Digital Technologies, Operations, and Experiences company that provides intelligent solutions for data-driven businesses to increase productivity and enhance the customer experience. With a complete digital approach, Datamatics portfolio spans across Digital Technology Solutions,

Business Process Management and Engineering Services powered by Artificial Intelligence. It has established products in Robotic Process Automation, Intelligent Document Processing, Business Intelligence and Automated Fare Collection. Datamatics does business with global customers across Banking, Financial Services, Insurance, Healthcare, Manufacturing, International Organizations, and Media & Publishing.

On a Consolidated basis, your Company achieved revenue from operations of '' 1459.19 crores, increased by 21.5% as compared to '' 1201.05 crores in the previous year.

Consolidated Operational profits were at '' 242.56 crores as compared to '' 193.27 crores resulting into to an increase of 25.5%.

The revenue from operations on a standalone basis is '' 733.27 crores, increased by 26.8% as compared to '' 578.51 crores in the previous year.

Standalone Operational profits were at '' 120.99 crores as compared to '' 101.86 resulting into increase by of 18.8%.

DIVIDEND

The Company’s Board has recommended total dividend of '' 5/-per equity share (i.e 100%) of the face value of '' 5/- each which

includes '' 3.75/-final dividend and '' 1.25/- special dividend per share for the financial year ended March 31, 2023.

The recommended final and special dividend are in accordance with the Dividend Distribution Policy of the Company approved by the Board at its meeting held on May 26, 2021 and is in terms of Regulation 43A of the SEBI Listing Regulations is available on the Company’s website at https://www.datamatics.com/hubfs/Investors/Corporate-Governance/Dividend-Distribution-Policy.pdf.

TRANSFER TO RESERVES

During the year under review, the Company has not transferred any amount to General Reserve out of the amount available for appropriation. However, credit balance of Profit and Loss of '' 480.48 crores is transferred to Balance Sheet under the head ''Reserves and Surplus.’

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

In terms of Section 125 of the Companies Act, 2013 ("the Act"), unclaimed or unpaid Interim Dividend relating to the financial year 2015-2016 is transferred on 21^st April, 2023, further unclaimed or unpaid Final Dividend relating to the financial year 2015-2016 is due for transfer on 21^st October, 2023 to the IEPF established by the Central Government. More details are available on https://www.datamatics.com/about-us/investor-relations/unpaid-unclaimed-dividend.

The Shareholders of the Company who have not received or encashed their dividend warrants are requested to claim the unpaid/unclaimed dividend from the Company before its transfer to IEPF.

The Members, whose unclaimed dividends/shares have been transferred to IEPF, may claim the same by making an online application to the IEPF Authority in web Form No. I EPF-5 available on www.iepf.gov.in.

ACCEPTANCE OF DEPOSITS

The Company has not accepted any deposits during the Financial Year 2022-23 in terms of Chapter V of the Companies, Act.

SUBSIDIARY COMPANIES

The Company has the following Indian subsidiaries (including the step-down subsidiaries) as on March 31, 2023:

1. Datamatics Information Solutions Limited

2. Lumina Datamatics Limited

3. Datamatics Staffing Services Limited

4. LDR eRetail Limited

5. Datamatics Robotics Software Limited

6. Datamatics Foundation

7. Datamatics Cloud Solutions Private Limited^A

^A Datamatics Cloud Solutions Private Limited was incorporated as JV Company with CloudGrowth Pvt. Ltd. w.e.f. 15.12.2022.

Lumina Datamatics Limited acquired 100% stake in Diacritech Technologies Private Limited on 30.04.2023 and accordingly Diacritech Technologies Private Limited become step-down subsidiary of Datamatics Global Services Limited.

The Company has the following overseas subsidiaries (including the step down subsidiaries) as on March 31, 2023:

1. Datamatics Global Services, Inc. (US)

2. Datamatics Infotech Limited (UK)

3. Datamatics Global Services Pty Limited (Australia)

4. Datamatics Global Technologies Limited (Mauritius)

5. Datamatics Global Technologies AG (Switzerland)

6. Datamatics Global Services FZ-LLC (Dubai)

7. Datamatics Global Services Corp. (Philippines)

8. Datamatics Robotics Software I nc. (US)

9. Lumina Datamatics Inc. (US)

10. Lumina Datamatics GmbH (Germany)

11. RJ Globus, Inc. (US)

12. Datamatics Global Services BV (Netherlands)

13. Lumina Datamatics UK Limited#

14. Sunrise Setting Limited (UK.)##

15. Lumina Datamatics Corp (Philippines)###

16. Datamatics Technologies FZ-LLC (UAE) $

#Lumina Datamatics UK Limited was incorporated as a wholly owned subsidiary of Lumina Datamatics Limited w.e.f 06.06.2022.

##Lumina Datamatics UK Limited has acquired 70% stake in UK-based Sunrise Setting Ltd w.e.f. 01.12.2022.

###Lumina Datamatics Corp was incorporated as a wholly owned subsidiary of Lumina Datamatics Inc. w.e.f 18.01.2023.

$ Datamatics Technologies FZ-LLC (UAE) was incorporated as a wholly owned subsidiary of Datamatics Global Services Limited w.e.f 17.03.2023.

Lumina Datamatics Limited acquired 100% stake in Diacritech Technologies Private Limited (”DTPL") on 30.04.2023 and accordingly DTPL become Wholly Owned Subsidiary of Lumina Datamatics Limited and Diacritech Inc. (a subsidiary of DTPL) become step down subsidiary of Lumina Datamatics Limited w.e.f. 30.04.2023.

None of the subsidiary companies other than Lumina Datamatics Limited is a Material Subsidiary, within the meaning of Material Subsidiary as defined under the SEBI LODR Regulations, as amended from time to time.

During the Financial year, the Company in partnership with CloudGrowth has incorporated a Joint Venture Company viz. ''Datamatics Cloud Solutions Private Limited’ ("Joint Venture Company") on December 15, 2022 to bring their respective competencies together and to jointly provide the services using Salesforce CRM platform and such other related services through the said Joint Venture Company. The Company holds 77% of the paid-up equity share capital of the aforesaid Joint Venture Company.

During the financial year, your Company has incorporated a wholly owned subsidiary company ”Datamatics Technologies FZ-LLC" in Ras Al Khaimah Economic Zone (RAKEZ), UAE on 17.03.2023.

In accordance with Section 129 (3) of the Act, the statement containing salient features of the financial statements of the subsidiaries in Form AOC-1 is given in the financials section.

Pursuant to the provisions of Section 136 of the Act, the Financial Statements of the Company including Consolidated Financial Statements along with relevant documents and separate Audited Financial Statements in respect of subsidiaries are available on the website of the Company www.datamatics.com.

SHARE CAPITAL

As on March 31, 2023, the paid-up share capital of the Company is '' 29.48 crores divided into 5,89,49,337 equity shares of '' 5/-each fully paid up. During the year, there has been no change in the paid- up share capital of the Company.

The authorized share capital of the Company as on March 31, 2023 is '' 98.15 crores.

Reclassification of certain promoters of the Company to public shareholders

The Board of Directors of the Company had received a request letter dated May 09, 2022 from Mrs. Aneesha Dalmia and Mrs. Amrita Bhogilal, persons forming part of promoter group seeking re-classification of their shareholding from ''Person belonging to the Promoter group’ to ''Public’ category under Regulation 31A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") as amended and other rules, regulations and guidelines as applicable in this regard.

The Board of Directors of the Company at their meeting held on May 12, 2022, considered and approved the re-classification request of Outgoing Promoters and filed reclassification application with Stock Exchanges for their approval in compliance with SEBI Listing Regulations. Subsequently, the Company has withdrawn the said application filed with Stock Exchanges and intimation was given to Stock Exchange regarding this withdrawal on June 27, 2022.

EMPLOYEE STOCK OPTION SCHEME

The Company currently has one Employee Stock Option Scheme in force, namely, "Datamatics Global Service Limited’s Performance Based Employee Stock Option Plan 2022 ("PSOP 2022") which was approved by the members of the Company by way of Postal Ballot through remote e-voting process on March 14, 2022.

PSOP 2022 is in compliance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("ESOP Regulations"), as amended from time to time.

The disclosures in compliance with Section 62 of the Companies Act, 2013 read with Rule 12 of Companies (Share Capital and Debentures) Rules, 2014 and ESOP Regulations is available o n t h e w e b s i t e o f t h e C o m p a n y a t https://www.datamatics.com/about-us/investor-relations/financials

The Certificate from M/s Tushar Shridharani, Secretarial Auditor of the Company as required under ESOP Regulations confirming that the Company’s PSOP 2022 has been implemented in accordance with the ESOP Regulations and resolutions passed by the members of the Company, is provided as "Annexure C" to this Report.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL Retirement by Rotation

In accordance with the provisions of the Act and the Articles of Association of the Company, Dr. Lalit S. Kanodia (DIN -00008050) - Chairman & Whole-time Director, retires by rotation at the ensuing Annual General Meeting ("AGM") and being eligible offers himself for re-appointment.

Change in Directors

Brief particulars and expertise of directors seeking appointment/re-appointment together with their other directorships and committee memberships have been given in the annexure to the Notice of the 35^th AGM of the Company in accordance with the requirements of the Listing Regulations and Secretarial Standards.

Mrs. Asha L. Kanodia has tendered her resignation as NonExecutive Director of the Company effective from closing of business hours on April 28, 2022.

Key Managerial Personnel (KMP)

During the year under review, there was no change in the Key Managerial Personnel of the Company.

In terms of the Companies Act, 2013, the following are the KMPs of the Company as on March 31, 2023:

• Dr. Lalit S. Kanodia, Chairman and Whole-time Director

• Mr. Rahul L. Kanodia, Whole-time Director designated as Vice Chairman and CEO

• Ms. Divya Kumat, EVP, Chief Legal Officer & Company Secretary

• Mr. Sandeep Mantri, EVP & Chief Financial Officer Declaration by Independent Directors

The Company has received declarations from all the Independent Directors of the Company confirming that they met the criteria of independence as prescribed under Section 149 (6) of the Act and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations").

The Board of Directors of the Company is of the view that all the Independent Directors fulfils the criteria of independence and they are independent from the management of the Company. All Independent Directors of the Company have confirmed that they have registered themselves with Independent Directors’ Database of IICA and will appear for the online proficiency test of IICA, if applicable.

MEETINGS OF THE BOARD

During the financial year, five meetings of the Board of Directors were held, the details of which are given in the Corporate Governance Report of the Company, which forms part of this Report. The maximum interval between any two meetings did not exceed 120 days as prescribed under the Act.

BOARD AND COMMITTEE EVALUATION

The Companies Act, 2013 and SEBI Listing Regulations contains broad provisions on Board Evaluation i.e. evaluation of the performance of (i) the Board as a whole, (ii) individual Directors (including Independent Directors and Chairman) and (iii) various Committees of the Board.

Pursuant to the said provisions, the Board has carried out the annual performance evaluation of the entire Board, its Committees and all the Directors based on the parameters specified in the Report of Corporate Governance.

A separate meeting of Independent Directors was held to discuss the performance of Non-Independent Directors, Board as a whole and the Chairman after considering the views of Executive Directors and Non-Executive Directors.

Company''s policy on Director''s appointment and remuneration:

The Nomination and Remuneration Committee had laid down criteria for determining Directors Qualification, Attributes and Independence of a Director, remuneration of Directors, Key Managerial Personnel and other employees and criteria for evaluation of Directors, Chairman, Non-Executive Directors and Board and the evaluation process of the same. The policy may be accessed on the Company''s website at

https://www.datamatics.com/hubfs/Investors/Corporate-

Governance/Nomination-and-Remuneration-Policy.pdf

FUTURE GROWTH STRATEGY

With businesses returning to normalcy, there is a robust demand environment across segments and industries Datamatics operates. Datamatics priorities for the coming year include supply and talent integration, focus on the US market, and tightly managing cash flows.

Supply and talent integration is an important piece to driving future growth. The whole IT sector today is going through a challenging time regarding people and talent availability. The company has taken several steps in stepping up its recruitment efforts and continues to invest in hiring, training, and upskilling all the employees.

Focus on the US market - Datamatics has extended the US sales force to focus on digital transformation opportunities, including intelligent automation products, TruBot RPA and TruCap IDP. The company has recently received excellent ratings from global customers operating in the space. Basis this, it remains confident of the market opportunities in intelligent automation as a critical driver for growth.

Diving deep in Digital - Digital transformation is omnipresent across enterprises, geographies, and industries. Datamatics will align its solutions under three pillars - Digital Operations, Digital Technologies, and Digital Experiences.

Datamatics will deploy deep technologies to enhance and drive digital operations in areas like finance & accounting, banking process management, insurance process management, publishing, etc., to increase productivity and customer experience.

Datamatics has established Centre of Excellence in deep digital technologies, such as Cloud, Digital Workplace, DevOps, Intelligent Automation, Artificial Intelligence, etc. The company will continue to strengthen its footprint in these technologies in the years to come.

Datamatics will continue to invest in developing and updating its IP solutions in the digital technology space. It is expanding its partner network and believes that the evolving partner ecosystem will increase the sales momentum and ensure smooth implementation and support for Datamatics IP solutions globally.

Datamatics has also been focusing on new-age Digital Technologies like the open loop, NFC, contactless mobile ticketing in Automatic Fare Collection, and Smart transport as growth areas across the globe and will continue the focus.

With Digital Experiences, Datamatics helps enterprises take significant strides toward their digital and customer experiences goals.

Datamatics will scale talent globally, invest in employees and accelerate innovation and digital capabilities to capitalize on the expanding market opportunities. The company sees enormous potential to engage and partner with customers to help them go ''deep in digital'' to enable transformation.

KEY BUSINESS DRIVERS FOR DATAMATICS IN FY 2022-23

• Products & Platforms: Datamatics Intelligent Automation Platform (IAP) is a unified platform to automate a series of tasks, processes, and unstructured and semi-structured data in documents. The IAP combines the capabilities of TruBot for Robotic Process Automation (RPA), TruCap for Intelligent Document Processing (IDP) along with artificial intelligence (AI)/machine learning (ML) models developed by Datamatics. Apart from this, Datamatics has developed

iPM for end-to-end workflow management, TruBI for business intelligence & data visualization, and TruFare for Automatic Fare Collection. All these products and platforms are getting good traction in the market.

• Automatic Fare Collection (AFC): This has been a focus area for Datamatics, with it being the only Indian company to have highly evolved AFC, Smart Gates, and Contactless Gates service offerings. Datamatics sees this as a vast opportunity in the US and emerging economies worldwide, including India. Recently Phase 1 of Mumbai Metro (Line 2A and 7) has become operational, for which Datamatics has implemented Automatic Fare Collection (AFC) system. Datamatics has made significant progress on phase 2 of Mumbai Metro (Line 2A and 7) and Memphis Area Transit Authority (MATA), the public transportation provider for the Memphis area, USA. In FY 21-22, Datamatics won the AFC contracts for Delhi - Meerut RRTS Corridor by National Capital Region Transport Corporation (NCRTC) and for Kolkata Metro by Rail Vikas Nigam Limited.

• Digital Solutions - Intelligent Automation, Digital Experiences, Cloud: Datamatics is well-positioned to implement digital technologies, such as Intelligent Document Processing, Robotic Process Automation, Digital Experiences, Analytics, Cloud, and Artificial Intelligence for its customers. Datamatics, with its experience and expertise, has carved a niche for itself towards becoming a strategic partner to its valued customers and offering intelligent solutions that will enable businesses to further evolve by improving productivity and enhancing customer satisfaction. In FY 23, Datamatics continued to make significant efforts and investments to strengthen its digital footprint.

• Account Penetration: Datamatics has customers across industries;many of these are Fortune 500 companies. Datamatics focuses on deeper penetration within the customer accounts through account management for cross-selling and up-selling through its integrated sales and marketing efforts.

• Branding & Marketing: Datamatics has been investing in marketing and branding efforts for increasing visibility, strengthening digital footprint and geographic reach. In FY23 Datamatics engaged with prospects and customers through virtual seminars and digital campaigns.

QUALITY

Quality forms the backbone of everything we do. It is an unnegotiable ingredient of the way a process, service and product is conceived, designed and delivered. A relentless focus on Customer delight, continuous process improvements and lean and efficient processes have been the hallmarks of the company for years. This is what provides us an edge over our competition, far and wide. A look at the average duration a customer has been happily associated with Datamatics is an eloquent testimony to our untiring commitment to quality. In the challenging and constraining Covid 19 and post Covid times, our team members stepped up their efforts and left no stone unturned to ensure that the customers continue to receive same level of stellar support as the previous normal times. Quality at Datamatics is a legacy that is being ably carried forward by the present team as well. The industry has also been recognizing the company’s performance. This year too, your company and its personnel featured prominently at various platforms by winning prestigious awards.

Your Company is the first and the only I.T. Company to have won the "International Asia Pacific Award" for Quality in services sector in the year 2007. The Award was won against competition from hundreds of companies from 38 countries spread across the world, including the US, Japan, Australia, New Zealand, Russia,

Canada, China, Israel, South Korea, Peru and Mexico. Your Company also won the prestigious "IMC IT Award for Quality" in January 2014. We have won the Global Quality Challenge award of one of the fortune 100 organizations for the ninth time.

Further significant initiatives of the Company towards quality are:

1) Certifications

The Company’s quality management systems (QMS) that forms the backbone of all the processes and the way day-to-day operations are carried out is a very comprehensive and robust standard that draws from a host of international standards and benchmarks. This includes ISO 9001:2015, SEI CMMI, ITIL, Agile, ISO 20000 and so on. Your Company has been recommended assessment at the highest maturity level, Level 5 for CMMI Ver 2.0 SVC model. This covers almost all the locations and services that we cater to. The QMS has also been successfully assessed and certified for ISO 9001:2015. During all the surveillance periodic assessment audits, there has been no major non-conformity observed. All the new centers that we added in the financial year have also been successfully assessed and certified to the above international standards.

As you are aware, with the growing complexity of the digital economy and the present pandemic situation where we have been forced to switch significantly to work from Home model, the threat on the information security and data also increases in terms of complexity and impact. Your company is fully aware of this challenge and we constantly keep upgrading our information security management systems (ISMS). Our operations and ISMS have been successfully assessed and are compliant to ISO 27001:2013, SSAE 16 SOC 1 and SOC2 requirements. As you would be aware, these standards are extremely important for Financial, Insurance and Healthcare industries. The Livonia and Philippines operations have also been successfully assessed and certified to PCI-DSS requirements. The IPR products, TruCap and TruBot have also been successfully assessed for SOC2 requirements.

Our commitment to ensure a robust information security management system for our customers has been bolstered by these certifications. We have implemented Security Information and Event Management (SIEM) solution as well which will further strengthen the Information security management. During the COVID 19 lockdown and remote working methodology, there has been a palpable increase in the threat to information and data security. Pre-empting such threats we have secured our networks further, addressed end point vulnerabilities and implemented mechanisms and tools to address advanced persistent threats (APTs) from all kind of malware attacks. The company recently implemented EDR (End point Detection and Response) and MDR (Manage Detection and Response) solutions to further enhance our preparedness to any malware threats. We also implemented (MFA) Multiple Factor Authentication solutions to further enhance access and security controls around sensitive data and information being processed by the company. Vulnerability and penetration tests (VA/PT) are carried out regularly through internal as well as external agencies to make sure that our networks and servers are robust to any malicious attacks. There is an increased focus on employee awareness around information security as well for proactive and preventive measures to thwart any malicious attack. There is a conscious thrust on risk management as an organization strategy and the risks and mitigation plans are reviewed regularly at all pertinent levels.

A lot of thrust has also been put in enhancing the overall project management skills of our project managers through formal PMP certification from PMI, USA.

GDPR REGULATIONS AND DATA PRIVACY ACT

As you would be aware, General Data Protection Regulations (GDPR), the most important regulation around data privacy in the European Union region came into force a couple of years back. All our contracts with the customers in the EU region have been revised to incorporate the requirements of GDPR. Our processes have been further strengthened around the GDPR requirements. A dedicated Data Protection Officer (DPO) has been appointed to address issues, if any, raised around GDPR compliance. All the relevant employees and management have been trained on GDPR principles and requirements. GDPR awareness is an integral part of the employee induction program.

We are also gearing our processes to address all the requirements of the Data Privacy Act of India. We plan to get assessed and certified to Data Privacy standard, ISO 27701.

2) Customer Satisfaction Tracking

As you’re aware, your Company conducts customer satisfaction surveys at the end of every major milestone to assess customer’s perception of our services. The wholly automated survey asks the customers their feedback on a range of parameters that measure their near and long term perception about the Company.

We feel proud to share with you that we continue a stellar performance on this count. Your company scored 5.4 on overall satisfaction rating on a scale of 1-6, 1 being the lowest and 6 being the highest. Another highlight of this survey has been that 87% of the respondents have rated us in the top 2 boxes of the rating i.e. extremely satisfied and Delighted. 64 customers have rated us as delighted on all the parameters. 66% of respondents expressed "Insist ” and "Prefer" to work with Datamatics on Quality of Engagement questionnaire. We believe that in the modern environment Customer Experience i.e. the impression that our customers make during their interaction with us, is extremely critical. Customer Experience, apart from the feedback on the hard deliverables, is an integral part of these surveys. We are glad to share that the results are extremely positive on this front.

Apart from this, the more frequent and real time Customer Feedback Capture mechanism that captures feedback through other formal and informal channels also reports an improving trend in the customer sentiment towards our processes and performance.

3) Continuous Improvement - Lean Six Sigma

The Company has a mature and well-entrenched continuous improvement program. This program is based on the principles of Lean, Six Sigma and Kaizen. The program focusses on making our processes more efficient, productive, accurate and cost effective. The program continues to deliver significant benefits to the organization with improvements in productivity, efficiency, accuracy and customer satisfaction. Overall 480 Lean Six Sigma projects and 2080 Kaizens were successfully completed since 2007.

The Company has about 30 Six Sigma Green Belt and 60 Six Sigma White Belt certified professionals along with 6 Six Sigma Black Belt and 1 Six Sigma Master Black Belt certified professionals.

HUMAN RESOURCE MANAGEMENT

In 2022-2023, we continued to make positive headway in a challenging year of ''Great Resignation’ and the hybrid ecosystem being established across the organization. As a leading technology company, we attract diverse, skilled,

educated, and certified people across the globe. As of March 31, 2023, Datamatics employed more than 9100 employees worldwide.

Human resources oversee the most complex component of a successful business - a trained, productive and thriving workforce. Business success is directly proportional to people''s success.

Our Global Annual Climate Survey was conducted with 87% participation, higher than last year’s 85% participation. Clear positive strides in terms of Organizational Culture and a healthy work environment were made as Datamaticians recognized as an ''Employee Friendly’ organization three years in a row.

Committed to the cause of Upskilling and taking our Campus Connects a step ahead, we took consistent steps for a more sustainable Industry-Academia collaboration to explore possible synergies. The Datamatics Leadership team, local HR teams and identified institutions of repute connected, invested time and collaborated to work towards a Fellowship Association in India (across locations) and the Philippines.

Our consistent efforts were recognized on diverse platforms globally:

• Datamatics won the prestigious WEPs Awards to promote Transparency and Reporting Initiatives as Private Sector Champions (2nd runners-up in UN Women WEP - India).

• In the Philippines - Circle of Excellence for ''Wellness Company of the Year'' at the 13th Asia CEO Awards

• In India - Maharashtra State Best Employer Award was conferred to Datamatics, a team AWARD (Winner for Best Employee Engagement Strategies) and a recognition for Best use of Tech in HR across multiple Industry Summit and Conclaves.

TALENT ACQUISITION

The Financial Year 2022-23 has been better as compared to the previous financial year in terms of lower volatility and higher stability. The demand of talent and aggressive acquisition strategies by the industry players, and volume hiring by bigger organizations has stabilized to some extent.

The team has managed to sustain and further increase the hiring numbers, maintained good SLAs and productivity. Hiring of Gig workers has increased as compared to the previous year. The US market has stabilized considerably, however niche and key talent continue to remain in high demand.

The team delivered on the strategies adopted and planned initiatives to meet the defined goals. On Sourcing, the team continued to prioritize in connecting with maximum candidates through a variety of sourcing channels, both traditional and emerging. Hiring managers were engaged and the team managed to yield maximum interviews from them, right from increasing daily interviews to planning virtual interview drives.

The candidate engagement process was strengthened to build enthusiasm and excitement for the candidate. Every potential or offered candidate was finely engaged at an individual level regularly by the team.

The team continued to add new vendor partners across geographies. The network has been actively utilized to maximize the spread of required closures.

The Talent Acquisition (TA) Team has continued to leverage the data & analysis build up on the talent mapping exercise of the competitors related to the DGSL service offerings, products and vertical specialization. This has been executed for all business offerings i.e. IT services, BPM, Intelligent Automation, Engineering

Services, CMS and Market Research.

The TA Team has continued to execute regular real-time data analysis of the industry data, candidate expectations, market trends and alternatives and inform the hiring managers time to time, for them to be able to take quick decisions around hiring.

The team on-boarded a total of 4688 resources in 2022-23. Compared to the industry, the team managed an exceptional offer-joining ratio higher than the industry index.

The team has stayed ahead of the curve, with eminent industry practices relevant to resume sourcing, assessments, interviewing, background verification, negotiations and candidate engagement. Innovation has been the guiding principle towards relentless improvement, and the team has employed avant-garde strategies like brand-driven job posts, video interviewing, passive candidate engagement, research, social media usage, industry intelligence and effective referral programs. It has also been a continuous effort to establish Datamatics as an Employer of Choice, through powerful messaging around the key Employee Value Proposition.

LEARNING & DEVELOPMENT

Datamatics DAT (Develop-Aspire-Transform), our learning buddy, has provided us with a plethora of learning opportunities and continued to enable and deliver world-class learning experiences for us to leverage on. Enlightening our learning pathway with focused business & product sessions, our daily Learning Web Series, various Learning interventions, our in-house LMS platform and many more. L&D has continued to reinforce and strengthen the learning culture globally.

Prominent learning interventions have been (Sr) Leadership Executive coaching and assertiveness for the identified seniors has strengthened the coaching culture and reiterated the importance and nuances of Performance Conversations #Thinking Differently workshop focused on making our leaders think differently, especially when the industry space requires a different mindset altogether covering over 150 employees. SEED The Structured Employee Education & Development (SEED) program targeted freshers’s equipping them with essential learnings on C#, SQL, Angular, Corporate Etiquette, Time management, Effective Communication and Email Etiquette. Employees benefitted from the session and leveraged the opportunity.

Digital Learning

• Learning Management System: Our in-house LMS platform eShiksha has been renamed to "Elevate"- Limitless Learning! It comes with a sleek user friendly interface, Learning Badges, dynamic dashboards and easy navigation. Elevate continues to offer over 150 learning modules available on Pulse 24/7 for us to leverage.

• FutureSkills Prime (FSP) continues to bring together best-inclass global providers of content and learning along with renowned subject matter experts from the industry for a seamless and continuous learning experience for all our learners in India. We currently have over 2128 employees registered and utilizing the platform, where 516 badges were procured. Datamatics Product modules (TruBot Designer & TruBot Cockpit) are live on the FSP platform

• Learning Web Series (LWS): conducted daily theme-based sessions encompassing all development programs and learning activities with over 269 sessions conducted. These efficient & effective outputs of sessions helped employees to have a robust learning culture.

• With the objective to stay up-to-date with the current industry trends by enhancing the Site core JSS and SQL Server Reporting Services (SSRS) Training on the topic of the Power BI, which has helped our employees understand/pick up the latest technology trends quickly and thus achieve faster turnarounds and providing the knowledge to create SSRS reports which resulted in productivity improvement.

Learning@Datamatics continues to stay compliant by successfully completing various external audits, i.e. IQA, ISO, Client Audits, ISMS Audits, CMMi SVC L5 2.0 etc.

Learning & Development function saw a 128% increase in overall person Learning hours achieved, which is 3,74,149 person-hours compared to 2,93,437 person-hours of last FY with average feedback of 4.3 out of 5.

TALENT MANAGEMENT

Throughout the year, the HR Centre of Excellence continued to focus on building Diversity, Equity & Inclusion (DEI) in the workplace, Employer Branding and CSR initiatives while supporting all aspects of ''Talent Management’ internally.

• Towards a performance-driven culture focused on development - We launched the pilot Datamatics Mentoring Program (DMP) as the Support Squad for some of our key Talent globally. Cohort-based Focused Leadership Workout sessions were conducted for the Leadership team by partnering with Industry and Assessment experts. Competency-based focus and sessions for all key Talent interventions.

• ''Appreciate with Badges’, through our online peer-to-peer recognition platform, globally, more than 2000 unique Datamaticians were appreciated with 7000 badges which have been well accepted and appreciated by the Talent@Datamatics.

• D&I :

? ''Coffee, Cakes and Candid Chats’, a DDC initiative conducted by CHRO, the IWD theme #BreaktheBias at our US and Philippines offices.

? ''Welcome Back: Post Maternity second innings’ with CHRO, in-person interactive sessions with our returning mothers and valued professionals, with a token of appreciation, as they return to Corporate from their Maternity break.

? Focused (Wo)Mentoring sessions with International speakers were structured in a hybrid setup.

• Multidimensional Datamatics Wheel of Wellbeing for all, with focused sessions including Emotional and Mental Wellbeing were organized throughout the year.

• Investing in our Campus Engagement and Outreach Programs across geographies (including the US and the Philippines) to get the best young Talent while aiding employability.

• The team maintained regular positive communication, ensuring positive visibility and increasing Datamatics’ social across all existing channels, themes like DEI, CSR & Mental Health

CORPORATE HR

At Datamatics, we value and engage our people to make them feel respected and valued.

Employee relations generally remained cordial during the year. The successful transition to a hybrid workforce was the hallmark

of focusing on employee engagement. Increased collaboration between various LOS, corporate functions, and amongst all levels of employees has been adopted.

The key initiatives undertaken during the year are highlighted as follows:

• Datamatics continued its focus on promoting the Apprentice Program: In addition to the NAPS apprenticeship, we launched the Board of Apprenticeship Training (BOAT) apprenticeship model across the organisation. Both BOAT and NAPS consist of basic and on-the-job training (OJT)/practical training at the workplace. The organization also participates in the state-level apprenticeship program in Maharashtra to train new job seekers through Employment Promotion Programme (EPP). As of 31 March 2023, the company had trained 1863 apprentices across various locations.

• The company has seamlessly transitioned to the Hybrid workforce and is leveraging it with the enablement of the remote on-boarding process and weekly employee connect program.

• Regular employee connects sessions with the remote employee ensured the closing of 17,500 queries.

• The HR function has been successfully using the ticketing system to resolve employee’s queries.

• MPOWER session was organized for Project and Delivery Managers across the location. The program empowered the managers to reflect on key insightful data to handle the team and provided tools to become better managers.

• The Bonding Time session was institutionalized across the locations. The session with the new joiners helped the organisation to bridge the identity gap with the remotely working employees. Being a socially conscious and Community driven organization, we welcomed New Joiners with a canvas bag from the Shraddha Charitable Trust, Mumbai, which provides vocational training to autistic & mentally challenged young adults.

• Employee-friendly flexi components were introduced in the CTC structure. It brings an attractive tax-saving avenue to plan the CTC pay-outs for the year effectively.

• Monthly engagement activities were organized across locations throughout the HRBPs. The Women’s Day celebration received enthusiastic participation. The company-sponsored picnic ensured great Team bonding and spirit throughout the year.

• The focus on the R&R program and Euphoria were the key drivers for the employee engagement.

• This year, the focus for HR automation was Key internal HR processes. The New Joiner Portal, Employee Separation, and FFS modules were enhanced. The employment letter issued at the time of exit was digitized.

• Excellent Scores in the PS Client audit ensured our commitment to the client service standards.

US and Overseas HR Operations

US HR continues to be a strategic business partner for all lines of business while providing US-based knowledge to maintain compliance with US laws and support global business needs.

The US team continues to deliver a significant chunk of the business, specifically in our Tax area, which profits increased significantly in 2022. The USHR team supports such Talent

recruitment, onboarding, retention, and rewards. US looks to increase our overall brand awareness intensely. USHR partnered and successfully delivered PSI business. Process audits were conducted, and improvements were implemented to save company costs. Under compliance, policies were updated, pay practices monitored, and benefits administration enhanced. USHR moved to a hybrid model for the workforce, 3 days a week, hoping to re-energize the talent. USHR continues to support and reward talent through various internal resources.

Philippines Human Resource Operations

The BPO and IT-BPM industry in the Philippines has become a significant driver of the country''s economic growth, providing employment opportunities, boosting foreign investment, and contributing to the nation''s GDP. With its skilled workforce, cost competitiveness, and strong government support, the Philippines continues to be a preferred outsourcing destination for global businesses, positioning itself as a global leader in the BPO and IT-BPM industry.

Roadmap/Growth Forecast: The BPO industry in the Philippines is expected to continue its upward trajectory, driven by increasing demand for outsourcing services, continued investment in technology and infrastructure, expansion into emerging markets, and upskilling of the workforce, positioning the Philippines as a top BPO destination in the global market

Datamatics Global Services Corp as a Customer Management Solutions provider has contributed to the BPO industry through its customer-centric approach, state-of-the-art technology, and highly skilled workforce. It has helped businesses improve their customer service operations, increase customer satisfaction, and enhance their overall customer experience, contributing to the growth and success of the BPO industry in the Philippines.

HR Operations

HR Operations has achieved significant milestones from April 2022 to March 2023, showcasing their dedication and commitment to enhancing various areas of HR operations. In the realm of data management, establishing and implementing the New Joiner''s Portal process in Pulse has streamlined the onboarding experience for new hires, enabling them to access mandatory courses efficiently. Additionally, implementing the HB6 and BVF process for background checking has enhanced the hiring process.

In the domain of Compensation and Benefits, HR Operations has successfully conducted the HDMF Loyalty Card Onsite ID Capturing and Annual Physical Exam for employees across all sites. Timely processing of sickness and maternity reimbursements, R1A, ER2 for new joiners, and ESC issuance for all movements highlights the department''s commitment to employee well-being.

The Employee Relations team has demonstrated their efficiency in handling employee issues, with no lost labour cases and timely completion of clearance deadlines. Collaboration with the IT team to establish a retrieval process and assist in covering and resolving all IRs across departments and campaigns showcases their proactive approach.

The Payroll team has implemented efficient processes for timesheet management, final pay computation, and submission of CTC reports on time. Additionally, their prompt assistance with clients'' queries and compliance with BIR deadlines highlight their attention to detail.

Overall, the HR Operations’ achievements demonstrate their commitment to operational excellence, employee well-being, and efficient data management, significantly impacting the

organisation as a whole.

Learning and Development & Employee Engagement

The Learning and Development (L&D) achievements for FY 202223 have been remarkable, with the entire L&D team at CMS and Datamatics driving significant progress in employee development and engagement. The year started with a focus on compliance courses, particularly Corporate ISMS, followed by creating content for the Prevention of Sexual Harassment in the Workplace for the Philippine region. The integration of AccessFares Hub to CMS in the Philippines and India streamlined processes and improved efficiency.

L&D’s contributions in designing and implementing language proficiency assessments for team recruitment, creating comprehensive policies, and facilitating training sessions on leadership and professional development have been instrumental in enhancing the skills and knowledge of employees. The successful implementation of Alison.com as an additional platform for self-improvement and professional development has provided employees with access to valuable resources at no cost. The pilot sessions for client ETS and the recognition of Datamatics CMS Philippines as the Wellness Company of the Year at the Asia CEO Awards are noteworthy achievements.

The Professional Development Convocations, newsletters, and training evaluations have highlighted employees'' dedication to enhancing their skills and knowledge. The Fit to Lead Bootcamp is a strategic initiative to prepare future supervisors with essential skills and certifications. Overall, the L&D achievements in FY 2022-23 have positively impacted employee development, engagement, and satisfaction, contributing to the success and growth of CMS and Datamatics. The continued commitment to learning and development will propel organisations to achieve greater heights.

Employee Engagement

April to August 2022 was a period of exciting and engaging activities for CMS Philippines employees. From hiking at Mount Kulis to tree planting at La Mesa Nature Reserve, from celebrating Women''s empowerment to promoting LGBTQ inclusion during Pride Month, from financial wellness webinars to nutrition sessions, and from smoking cessation seminars to employee recognition and sports events, CMS Philippines prioritised the well-being and engagement of its employees.

These activities provided opportunities for relaxation and bonding and promoted a healthy lifestyle, personal development, and a positive work environment. CMS Philippines showed its commitment to employee engagement and wellbeing through these initiatives, recognising the importance of creating a workplace where employees feel valued, supported, and motivated to perform at their best.

The participation and enthusiasm shown by CMS Philippines employees in these events highlight the organisation''s strong team spirit and camaraderie. The company''s efforts to provide a conducive environment for employees to grow personally and professionally have undoubtedly contributed to a positive work culture and improved employee morale.

As CMS Philippines continues to prioritise employee engagement and well-being, it is evident that these initiatives significantly impact employees'' overall satisfaction and productivity. By fostering a positive and inclusive work environment, CMS Philippines demonstrates its commitment to its employees'' success and happiness.

Talent Acquisition

The talent acquisition team has achieved significant accomplishments in various hiring areas. They have successfully processed several high-volume hirings, niche position hirings, support function hirings, and back-to-back hirings, showcasing their ability to handle diverse hiring needs. The team''s impeccable adherence to schedule resulted in a 100% adherence rate, ensuring all hiring activities were completed as planned. With a remarkable 95% fill rate, the team was able to fill critical positions, demonstrating their efficiency in identifying and securing top talent. The high job offer acceptance rate of 95% is a testament to the team''s ability to attract and retain quality candidates. Additionally, the team''s timely hiring contributed to the successful start of new projects, highlighting their impact on the organisation''s overall productivity and success. Overall, the talent acquisition team''s achievements highlight their exceptional performance and effectiveness in acquiring top talent for the organisation.

Corporate Social Responsibility

Corporate social responsibility (CSR) activities have become increasingly important for companies to create a positive impact on society and the environment while contributing to sustainable development. Datamatics'' CSR activities reflect a commitment to social responsibility, employability and environmental sustainability. The company''s initiatives include relief operations for those affected by natural disasters, providing access to clean water, and promoting education.

Campus partnership, our initiative in building connections with reliable campuses and universities and extending our help to prepare and shape students to become ready for the corporate world will benefit not just Datamatics but also our next generation of corporate workers. Datamatics Philippines will focus on increasing employability among individuals in remote rural areas who need better employment opportunities. Sharing our expertise in BPO and Contact Center will help young people gain the skills and work experience they need to get full-time employment in the outsourcing sector. Datamatics Philippines Academy will help disadvantaged youth in the community find an outsourcing job and develop the skills and motivation to grow in their chosen careers as young professionals. This way, we are ensuring continuous availability of a talent pool for Datamatics and providing equal involvement of rural youth from socially and economically marginalized communities, thereby promoting an inclusive culture in society.

We plan to develop the following collaborative activities

• Capability building

• Curriculum development and enhancement;

• Course design and development;

• On-the-job training of students;

• Career guidance and recruitment;

• Faculty and Staff immersion;

• Faculty and Staff development programs;

• Research collaboration; and

• Promote other academic and industry cooperation as mutually agreed upon.

Finally, the Let the Earth Breathe Tree Planting Activity shows Datamatics'' commitment to environmental sustainability. By conducting a tree planting activity at the La Mesa Watershed, the company contributes to preserving the forest and addressing climate change.

Overall, Datamatics'' CSR activities demonstrate a commitment to positively impacting society and the environment while contributing to sustainable development. These initiatives benefit the community and enhance the company''s reputation and promote a culture of social responsibility within the

organization.

New Site Inauguration

Datamatics Philippines inaugurated the third omnichannel customer support centre at Pasig City, Manila, Philippines. The office was inaugurated by the Indian Ambassador to the Philippines - H. E. Mr Shambhu Kumaran.

The inauguration event was also graced by the presence of industry leaders, including Mr Mitch Locsin, President of CCAP (Contact Centre Association of the Philippines);Ms Celeste Ilagan, Chief Policy & Regulatory Officer at IBPAP (IT & Business Process Association of the Philippines) and Ms Roseann Miller, CEO at TCC.

The new office expansion further enables Datamatics to accelerate its growth in the Customer Management Solutions space. Technology coupled with the ''Filipino Way’ of Empathy, Commitment, Sensitivity and Hospitality will help provide a competitive edge to global clients. We wish great progress to Datamatics Philippines and thank all the dignitaries for their presence, for gracing the event, and for being part of our Growth Journey.

Internal and External Branding

Datamatics Philippines is a company that values its internal and external branding efforts. The internal branding initiatives of Datamatics Philippines include consistently publishing employee engagement activities through various channels such as Buzz, social media, Euphoria, and posting on bulletin boards. These initiatives aim to increase employee retention by keeping employees engaged and motivated. By regularly updating the employees about the company''s initiatives, Datamatics Philippines aims to create a sense of community and belonging among its employees.

In addition to its internal branding initiatives, Datamatics Philippines is actively involved in external branding efforts. The company has joined various sessions arranged by CCAP and IBPAP to represent itself in the BPO and IT-BPM industries. Datamatics Philippines has also submitted an article about the New Site Inauguration to CCAP, IBPAP, and the Indian Embassy to gain wider exposure and networking opportunities.

Datamatics Philippines has also participated in roadshows as a sponsor, arranged by the Indian Business Forum and Indian Embassy, to showcase the company''s contributions to the BPO business in the Philippines and the opportunities available. By joining these events, Datamatics Philippines aims to create awareness about the company''s brand and services and to connect with potential clients and partners.

Datamatics Philippines has also submitted entries to awardgiving bodies such as Asia CEO Awards. By participating in these awards, Datamatics Philippines aims to showcase its employee initiatives and best practices and gain recognition for its efforts.

Overall, Datamatics Philippines is committed to its internal and external branding efforts. Through its initiatives, the company aims to create a strong sense of community and belonging among its employees and gain wider exposure and recognition for its brand and services.

CORPORATE SOCIAL RESPONSIBILITY

With the continued focus on supporting Communities through COVID in the last year, we went back to our roots of CSR philosophy - Environment and Employability, with an overarching focus on Empowerment.

• Datamatics CMS proactively protects the environment in the Philippines by advocating recycling, conserving energy, organizing re-forestation excursions and using environment-friendly technologies.

• ''Let the Earth Breathe’ a tree planting exercise was conducted at the La Mesa Nature Reserve, Philippines. An enthusiastic group of employees, along with the Leadership team embarked on planting the Malapapaya (Polyscias nodosa) seedlings in the designated area. By planting trees in La Mesa Nature Reserve, we are preserving the last remaining forest in Metro Manila, also protecting the watershed. The La Mesa Nature Reserve absorbs 5% of the carbon emissions of Metropolitan Manila and is the primary source of drinking water for 12 million Filipinos. While we may not see or feel the activity''s immediate impact, everyone will benefit from this in the future. In two months, the saplings show good growth, and in about six years, they grow very tall and are also used for the production of chopsticks. We are happy to partner with the local Authorities and the Forest Officer in this eco-friendly mission.

• Enabling Employability in Tier 3 Cities - we continue to support employment opportunities in Tier 3 cities in India, including flexible working options. We respect the flexibility needs that capable and aspiring Talent, especially women, might have. Some roles offer flexible second innings and the opportunity to come ''Back to the Front’ phase-wise, with experience and training adding to future employability.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN ATWORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT,

2013

• The Company always endeavours to create and provide an environment that is free from discrimination and harassment, including sexual harassment. The Company is actively involved in ensuring that the employees/resources are aware of the provisions of the POSH Act and the rights thereunder.

• The Company has constituted an Internal Committee (IC) as required under POSH Act, and the committee''s constitution complies with the said Act.

• The Company has also adopted an Anti-Sexual Harassment Policy, in line with requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013, and is fully committed to upholding and maintain the dignity of every woman executive working in the Company.

• Number of complaints pending as of the beginning of the financial year: 0

• Number of complaints filed during the financial year: 1

• Number of complaints pending as of the end of the financial year: 1

AWARDS & ACHIEVEMENTS

During the year, the Company (including Subsidiaries & Group

Companies) and its employees received several awards and

recognition, some of which are:

• Datamatics named as ''Leader’ in the IAOP 2023 Global Outsourcing 100 List

• Datamatics & Axis Bank won ET Ascent Business Leader of the Year 2022, under the category ''Leveraging IT for Business Performance’

• Datamatics featured in the Circle of Excellence Awardee for the Wellness Company of the Year 2022 in the 13th Asia CEO Awards Philippines

• Datamatics TruCap won Bronze Stevie Award at the American Business Awards 2022

• Datamatics awarded for best use of Tech in HR at the UBS Forum''s HR Tech Summit and Awards 2022

• Lumina Datamatics awarded Excellence in Customer Service Award and Excellence in Process Optimization Award by BPO Innovation Awards 2023

• Lumina Datamatics won Best Employer Award by Employer Branding Awards 2022

• Lumina Datamatics won Excellence in CSR Award by National Award for Excellence 2022

PARTICULARS OF EMPLOYEES

Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of the Act read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as "Annexure -A" to this Report.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of top ten Employees in terms of remuneration drawn and name and other particulars of Employees drawing remuneration in excess of the limits set out in the said Rules are required to be part of the report. However, having regard to the provisions of the first proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the Members of the Company. The said information is available for inspection at the Registered Office of the Company during the working hours. Any member interested in obtaining such information may write to the Company Secretary, at the Registered Office and the same will be furnished on request.

DATAMATICS'' INSIDER TRADING POLICY FOR REGULATION OF TRADING BY INSIDERS

Datamatics has formulated an Insider Trading Policy for Directors and employees in compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015.

The policy lays down guidelines, which advises the insiders on procedures to be followed and disclosures to be made, while dealing with the Company’s securities. The policy clearly specifies, among other matters, that "Designated Persons" including Directors of the Company can trade in the Company’s securities only when the ''Trading Window’ is open. The trading window is closed during the time of declaration of financial results, dividend and other important events as mentioned in the policy.

The Insider Trading Policy for Regulation of Trading by Insiders is available on our website at https://www.datamatics.com/about-us/investor-relations/corporate-governance.

STRUCTURED DIGITAL DATABASE FOR PREVENTION OF INSIDER TRADING PRACTICE

In accordance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, (''SEBI PIT Regulations’) as amended, the Company has customized a secure Insider Trading Compliance Tool (InsiderLens Software) which is maintained in house to prohibit insider trading activity. The Company has in place a structured digital database wherein details of persons with whom UPSI is shared on a need to know basis and for legitimate business purposes is maintained with time stamping and audit trails to ensure non-tampering of the database.

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their knowledge confirms that:

(i) in the preparation of the annual accounts for the year ended March 31, 2023, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

(ii) they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year ended on that date;

(iii) they have 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;

(iv) they have prepared the annual accounts on a ''going concern’ basis;

(v) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

(vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

SECRETARIAL STANDARDS

The Company has complied with secretarial standards issued by the Institute of Company Secretaries of India on Board Meetings and Annual General Meetings.

Secretarial Auditor

The Company had appointed M/s Tushar Shridharani, Practicing Company Secretary, to conduct the secretarial audit for the financial year 2022-23. The Secretarial Audit Report for the financial year ended March 31, 2023 is annexed as "Annexure -B1" to this Report.

As per the requirements of the Listing Regulations, M/s Tushar Shridharani, Practicing Company Secretary, have undertaken secretarial audit of Lumina Datamatics Limited, material subsidiary of the Company for the FY 2022-23. The Secretarial Audit Report for the financial year ended March 31, 2023 is annexed as "Annexure - B2" to this Report.

Annual Secretarial Compliance Report

In compliance with the Regulation 24A of the Listing Regulations and the SEBI circular CIR/CFD/CMD1/27/2019 dated February 8, 2019, the Company has undertaken an audit for the Financial Year 2022-23 for all applicable compliances as per Securities and Exchange Board of India Regulations and Circulars/Guidelines issued thereunder. The Annual Secretarial Compliance Report duly issued by M/s Tushar Shridharani, Practicing Company Secretary has been submitted to the Stock Exchanges within the prescribed timelines.

INFORMATION ON AUDITORS'' OBSERVATIONS1) Statutory Auditors:

The report of the Statutory Auditors on Standalone and Consolidated Financial Statements forms part of this Annual Report. There are no qualifications, reservations or adverse remarks made by the Statutory Auditors in their report.

2) Secretarial Auditor:

The secretarial auditors have stated in the Secretarial Audit Report and Annual Secretarial Compliance Report that the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Secretarial Standards etc. to the extent applicable, subject to the following observation,

The audio recording of the meeting held with the Analysts on 1^st August, 2022 was reported to the Stock Exchange at

before the opening of trading hours on 2 August, 2022, pursuant to provisions of regulation 30 of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Management’s reply:

It was a procedural un-intentional delay on the part of the Company. The Company will remain more meticulous in future.

STATUTORY AUDITORS

The Statutory Auditors M/s. M L Bhuwania and Co LLP, Chartered Accountants (Firm Registration No. 101484W/W100197), was reappointed as Statutory Auditors of the Company for second consecutive term of 5 (five) years from the conclusion of 34^th Annual General Meeting till conclusion of 39^th Annual General Meeting at remuneration to be decided by the Board.

During the year, the statutory auditors have confirmed that they satisfy the independence criteria required under the Companies Act, 2013 and other applicable provisions of law.

MAINTENANCE OF COST RECORDS AS SPECIFIED BY THE CENTRAL GOVERNMENT UNDER SUB-SECTION (1) OF SECTION 148 OF THE COMPANIES ACT, 2013

As per provisions of sub section (1) of Section 148 of the Companies Act 2013, the Company is not required to maintain cost records.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

No frauds were reported by auditors under sub-section (12) of Section 143 of the Companies Act, 2013.

CORPORATE GOVERNANCE

Pursuant to the SEBI Listing Regulations, Report on Corporate Governance for the year under review, is presented in a separate section. A certificate from M/s. M L Bhuwania and Co LLP, Chartered Accountants, Statutory Auditors of the Company, confirming compliance of conditions of Corporate Governance, as stipulated under the SEBI Listing Regulations, is annexed to this report.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

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

MANAGEMENT DISCUSSION AND ANALYSIS

The Management’s Discussion and Analysis Report for the year under review, as stipulated under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is part of this annual report.

COMPOSITION OF THE COMMITTEES OF THE BOARD

There are currently five Committees of the Board, as under:

• Audit Committee;

• Nomination and Remuneration Committee;

• Stakeholders’ Relationship Committee;

• Corporate Social Responsibility Committee;

• Risk Management Committee.

Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the "Report on Corporate Governance", which forms part of this Annual Report.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013, are provided in the Notes to Financial Statements, which forms part of this Annual Report.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts, arrangements and transactions entered by the Company with related parties during FY 2022-23 were in the ordinary course of business and on an arm’s length basis. During the year, the Company did not enter into any transaction, contract or arrangement with related parties that could be considered material in accordance with the Company’s policy on related party transactions.

Accordingly, the disclosure of related party transactions in Form AOC-2 is not applicable. However detailed disclosure on related party transactions as per IND AS-24 containing name of the related party and details of the transactions have been provided under financial statements.

The Company has formulated a Policy on Related Party Transactions which is also available on Company’s website at https://www.datamatics.com/hubfs/Investors/Corporate-Governance/Related-Partv-Transaction-Policv-Final.pdf The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.

POLICIES

The SEBI Listing Regulation mandated the formulation of certain policies for all Listed Companies. In compliance with the above requirement, all our policies are available on our website (https://www.datamatics.com/about-us/investor-relations/corporate-governance). The policies are reviewed periodically by the Board and updated based on need and new compliance requirement.

In addition to its Code of Conduct, Key policies that have been adopted by the Company are as follows:

INTERNAL FINANCIAL CONTROLS

The Board has adopted policies and procedures for ensuring orderly and efficient conduct of its business, including adherence to the Company''s policies, safeguarding its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures.

The Audit Committee is responsible for implementing and maintaining the internal control and periodically reviews the adequacy and effectiveness of the Company''s internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Company''s risk management policies and systems.

The Company has adopted accounting policies which are in accordance with Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 read with Section 133 of Companies Act, 2013, (the ''Act'') and other relevant provisions of the Act.

RISK MANAGEMENT POLICY

Risk Management is embedded in Datamatics operating framework. The Company has a duly approved Risk Management Policy, which lays down broad guidelines for the appropriate authority to identify, assess, categorize and prioritize risks in a timely manner and formulate plans for mitigation of such risks.

Pursuant to SEBI (Listing Obligation and Disclosure Requirements) (Second Amendment) Regulations, 2021, the Risk Management Committee was reconstituted to frame, implement and monitor the risk management policy for the Company. The composition of the Committee is in conformity with the Listing Regulations, with majority members being Directors of the Company. The Committee shall be responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions shall be systematically addressed through mitigating actions on a continuing basis.

The details of composition of the Risk Management Committee and its terms of reference, is provided in the section titled ''Report on Corporate Governance'', which forms part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY ("CSR")

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company during the financial year 2022-23 are annexed as "Annexure - D" to this Report in the format prescribed in the Companies (Corporate Social Responsibility Policy), Rules, 2014.

SCHEME OF AMALGAMATION

The Board of Directors of the Company, at its meeting held on March 04, 2022, had considered and approved a scheme of amalgamation ("Scheme") pursuant to Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 and the rules and/ or regulations made thereunder, providing for the merger of its holding Company, Delta Infolutions Private Limited ("Delta"/"Transferor Company") with and into

Datamatics Global Services Limited (''the Company''/ Transferee Company'') and their respective shareholders.

The proposed Amalgamation will result in the promoters of the Company directly holding shares in Delta, which will lead not only to simplification of the shareholding structure and reduction of shareholding tiers but also demonstrate the promoter group''s direct commitment to and engagement with the Company. There would be no change in the paid-up share capital and the financial position of the Company post Amalgamation.

As mentioned in the last Annual Report of your Company, the Scheme is subject to receipt of the approval of the requisite majority of the public shareholders and creditors (if applicable) of the Companies, the Stock Exchanges, the Securities and Exchange Board of India, National Company Law Tribunals, Mumbai and other regulatory authorities, as may be applicable.

The Company had received in principle approval from both the stock exchanges conveying their no objection to the Scheme and subsequently the parties to the Scheme inter alia filed a ''Company Scheme Application'' with before National Company Law Tribunal (''NCLT'') seeking direction for convening the meeting of the shareholders for approval of the scheme of Amalgamation. The NCLT vide its Order dated June 22, 2023 directed to hold a meeting of Equity Shareholders of the Company on August 08, 2023.

Thereafter, a meeting of Equity Shareholders was held on August 08, 2023, wherein the Scheme of Amalgamation was approved by requisite majority of shareholders in accordance with the provisions of the Section 230 and 232 of the Companies Act, 2013 and SEBI Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023, as amended from time to time.

Post receipt of the said shareholders'' approval, the parties to the Scheme filed a ''Company Scheme Petition'' before the Hon''ble NCLT Mumbai Bench seeking sanction of the Scheme. The NCLT order on the same is awaited.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its operations in future.

ANNUAL RETURN

Pursuant to Section 92(3) of the Act read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2023 is available on the website of the Company at https:/ /www.datamatics.com/ about-us/investor-relations/financials.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Details relating to conversation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, are mentioned hereunder:

A. CONSERVATION OF ENERGY:

i) Our Company being in IT & ITeS industry, our operations are not energy intensive. Adequate measures have been taken to conserve energy.

ii) The Company has not taken any steps for utilising alternate sources of energy.

There was no additional capital investment on energy consumption equipments and proposals if any, being implemented for reduction of consumption of energy as the nature of the Company''s operations entails a very low level of energy consumption.

B. TECHNOLOGY ABSORPTION:

i) Every effort is made by the Company to update the technological skills of its technical staff in order to ensure that they possess adequate skills to enable them to service the Company''s clients.

ii) The Company has not imported any technology during the year under review.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

Foreign Exchange Earned in terms of Actual Inflows :

'' 343.07 crores

Foreign Exchange Outgo in terms of Actual Outflows:

'' 54.36 crores

The Business Responsibility and Sustainability Report for the year ended March 31, 2023 as stipulated under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed as "Annexure - E" which forms part of this Annual Report.

ACKNOWLEDGEMENTS

The Directors wish to express their appreciation for the continued support of bankers, financial institutions, customers, and various Government agencies. The Directors also wish to thank all the employees for their contribution, support and continued cooperation throughout the year.

For and on Behalf of the Board For Datamatics Global Services Limited

Sd/-

Dr. Lalit S. Kanodia Chairman DIN: 00008050

Place: Mumbai Date: April 28, 2023

---

Mar 31, 2022

On behalf of the Board of Directors, I am happy to present the 34^th Board’s Report of your Company with the Balance Sheet and the Statement of Profit and Loss for the year ended March 31, 2022.

FINANCIAL PERFORMANCE

The Company''s financial performance for the year ended March 31, 2022 as compared to the previous financial year ended March 31, 2021 is summarized below:

( ? in million)
Particulars	Consolidated		Standalone
	2021-22	2020-21	2021-22	2020-21
Revenue from operations	12,010.47	11,490.53	5,785.10	4,576.63
Operating Profit before Other Income, Interest, Depreciation and Tax	1,932.70	1,422.42	1,028.54	489.45
Other Income	263.32	107.53	198.76	108.60
Interest	28.90	32.44	12.05	29.29
Profit before Depreciation and Tax	2,167.12	1,497.51	1,215.25	568.76
Depreciation	333.00	394.81	118.31	132.46
Share of profit of Joint Venture	(0.34)	4.36	-	-
Profit Before Exceptional Items and Tax	1,833.78	1,107.06	1,096.94	436.30
Exceptional items	86.71	(13.43)	337.49	328.69
Profit Before Tax	1,920.49	1,093.63	1,434.43	764.99
Provision for Taxation	366.54	253.52	323.28	201.89
Profit After Tax	1,553.95	840.11	1,111.15	563.10
Share of Minority Interest in Profit for the year	(20.87)	42.65	-	-
Profit for the year	1,574.82	797.46	1,111.15	563.10

The Company has prepared the financial statements in accordance with Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 read with Section 133 of the Companies Act, 2013, (the ''Act’) and other relevant provisions of the Act.

There are no material departures from the prescribed norms stipulated by the Accounting Standards in preparation of the Annual Accounts. Accounting policies have been consistently applied except where a newly issued accounting standard or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use. Management evaluates all recently issued or revised accounting standards on an ongoing basis. The Company discloses consolidated and standalone financial results on a quarterly basis which are subjected to limited review and publishes consolidated and standalone audited financial results on an annual basis.

OVERVIEW OF COMPANY''S FINANCIAL PERFORMANCE

The Company is a global Technology, BPM and Digital Solutions organization providing intelligent solutions for data driven businesses to increase productivity and enhance the customer experience.

On a Consolidated basis, your Company achieved revenue from operations of ? 12,010.47 million, increased by 4.5% as compared to ?11,490.53 million in the previous year. Without CIGNEX we reported a growth of 17.4% as compared to previous year.

Consolidated Operational profits were at ? 1,932.72 million as compared to ? 1,422.42 million resulting in to an increase of 35.9%.

The revenue from operations on a standalone basis is ? 5,785.10 million, increased by 26.4% as compared to?4,576.63 million in the previous year.

Standalone Operational profits were at ? 1,028.54 million as compared to ? 489.45 million resulting in to increase by of 110.1%.

The Group recorded the following non-recurring expenses and income as exceptional items:				( ? in million)
Sr. Description	Consolidated		Standalone
No.	2021-22	2020-21	2021-22	2020-21
1 Impairment of goodwill of Vista, a business segment of the group.	-	(9924)	-	(99.24)
2 Exchange Income arising on partial redemption of preference shares of Datamatics Global Technologies Limited (Mauritius), a subsidiary.	76.11	121.54	76.11	121.54
3 Gain on Divestment of Cignex Datamatics Corporation BVI to third party, a subsidiary.	-	36.50	-	-
4 Exchange Income arising on partial buy back of shares of Datamatics Global Technologies Limited (Mauritius), a subsidiary.	25.60		25.60
5 Exchange Income arising on partial buy back of shares of Lumina Datamatics Inc., a subsidiary.	-	194.42	-	-
6 Impairment charges of assets of Lumina Datamatics Gmbh and Lumina Datamatics Assessment and Analytics LLC, subsidiaries.		(266.65)
7 Gain on fair value on redemption of preference shares in Datamatics Global Technologies Limited (Mauritius) and Lumina Datamatics Limited.			235.78	306.39
8 Impairment charges created on investments in Handy Training Technologies Private Limited.	(15.00)	-	-	-
Total	86.71	(13.43)	337.49	328.69

DIVIDEND

The Company has declared and paid an interim dividend of ?2.50 per equity share (i.e. 50% of the face value) during the financial year 2021-22, which was paid on or after August 13, 2021. The Board of Directors are pleased to recommend a final dividend for the year of ? 1.25 per equity share (i.e. 25% of the face value).

The paid interim dividend and the recommended final dividend are in accordance with the Dividend Distribution Policy of the Company approved by the Board at its meeting held on May 26, 2021 and is in terms of Regulation 43A of the SEBI Listing Regulations is available on the Company’s website at https://www.datamatics.com/about-us/investor-relations/corporate-governance.

TRANSFER TO RESERVES

During the year under review, the Company has not transferred any amount to General Reserve out of the amount available for appropriation. However, credit balance of Profit and Loss of ? 3,847.23 million is transferred to Balance Sheet under the head ''Reserves and Surplus.’

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND (IEPF)

In terms of Section 125 of the Companies Act, 2013 (“the Act"), unclaimed or unpaid Dividend relating to the financial year 2014-15 is due for transfer on September 27, 2022 to the IEPF established by the Central Government. More details are available on http:/ /www.datamatics.com/investors/ unpaidunclaimed-dividend.

The Shareholders of the Company who have not received or encashed their dividend warrants are requested to claim the unpaid/unclaimed dividend from the Company before its transfer to IEPF.

The Members, whose unclaimed dividends/shares have been transferred to IEPF, may claim the same by making an online application to the IEPF Authority in web Form No. I EPF-5 available on www.iepf.gov.in.

ACCEPTANCE OF DEPOSITS

The Company has not accepted any deposits during the Financial Year 2021-22 i n terms of Chapter V of the Act.

SUBSIDIARY COMPANIES

The Company has the following Indian subsidiaries (including the step-down subsidiaries) as on March 31, 2022:

1. Datamatics Information Solutions Limited (Previously known as Cybercom Datamatics I nformation Solutions Limited)

2. Lumina Datamatics Limited

3. Datamatics Staffing Services Limited*

4. LDR eRetail Limited

5. Datamatics Robotics Software Limited

6. RJ Globus Solutions Private Limited^A

7. Datamatics Foundation*

* became Wholly Owned Subsidiary w.e.f. 16.02.2022.

^A Striked off w.e.f. 29.10.2021.

# Incorporated under Section 8 of the Companies Act, 2013 w.e.f. 23.11.2021.

The Company has the following overseas subsidiaries (including the step down subsidiaries) as on March 31, 2022:

1. Datamatics Global Services, Inc. (US)

2. Datamatics Infotech Limited (UK)

3. Datamatics Global Services Pty Limited (Australia)

4. Datamatics Global Technologies Limited (Mauritius)

5. Datamatics Global Technologies AG (Switzerland)

6. Datamatics Global Services FZ-LLC (Dubai)

7 Datamatics Global Services Corp. (Philippines)*

8. Datamatics Robotics Software I nc. (US)

9. Lumina Datamatics Inc. (US)

10. Lumina Datamatics GmbH (Germany)

11. Lumina Datamatics Assessment and Analytics LLC (US)$

12. RJ Globus, Inc. (US)

13. RJ Globus Solutions Inc. (Philippines)*

14. Datamatics Global Services BV (Netherlands)

* Datamatics Global Services Corp. (Philippines) merger into RJ Globus Solutions Inc. (Philippines), surviving entity w.e.f. 31.12.2021 and name of the surviving entity i.e. RJ Globus Solutions Inc. changed to Datamatics Global Services Corp.

$ Dissolved w.e.f. February 18, 2022.

None of the subsidiary companies other than Lumina Datamatics Limited is a Material Subsidiary, within the meaning of Material Subsidiary as defined under the SEBI LODR Regulations, as amended from time to time.

During the financial year, the Company has acquired 49,000 equity shares of Datamatics Staffing Services Limited (DSSL), aggregating to 2.58% of the share capital of DSSL, from other Promoter shareholders of DSSL. Consequent to the acquisition of aforesaid shares, DSSL has become a wholly owned subsidiary of the Company w.e.f. February 16, 2022.

During the year under review, the Company has acquired 4,10,000 (48.32%) stake in Datamatics Information Solutions Limited (DISL) and post-acquisition, DISL ceased to be the joint venture of your Company and became subsidiary company w.e.f. 07.07.2021.

During the financial year your Company has incorporated wholly owned subsidiary, Datamatics Foundation under Section 8 of the Companies Act, 2013 w.e.f. 23.11.2021.

In accordance with Section 129 (3) of the Act, the statement containing salient features of the financial statements of the subsidiaries in Form AOC-1 is given in the financials section.

Pursuant to the provisions of Section 136 of the Act, the Financial Statements of the Company including Consolidated Financial Statements along with relevant documents and separate Audited Financial Statements in respect of subsidiaries are available on the website of the Company www.datamatics.com.

SHARE CAPITAL

As on March 31, 2022, the paid-up share capital of the Company is '' 294.75 million divided into 5,89,49,337 equity shares of '' 5/-each fully paid up. During the year, there has been no change in the paid- up share capital of the Company.

The authorized share capital of the Company as on March 31, 2022 is '' 981.5 million.

Reclassification of certain promoters of the Company to public shareholders

The Board of Directors of the Company had received a request letter dated May 09, 2022 from Mrs. Aneesha Dalmia and Mrs. Amrita Bhogilal, persons forming part of promoter group seeking re-classification of their shareholding from ''Person belonging to the Promoter group’ to ''Public’ category under

Regulation 31A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") as amended and other rules, regulations and guidelines as applicable in this regard. Mrs. Aneesha Dalmia and Mrs. Amrita Bhogilal ("Outgoing Promoters") presently hold 2,52,874 (0.43%) and 3,19,143 (0.54%) shares respectively in Datamatics Global Services Limited ("the Company").

The Board of Directors of the Company at their meeting held on May 12, 2022, considered and approved the re-classification request of Outgoing Promoters and filed reclassification application with Stock Exchanges for their approval in compliance with SEBI Listing Regulations. Subsequently, the Company has withdrawn the said application filed with Stock Exchanges.

EMPLOYEE STOCK OPTION SCHEME

During the year under review, the Nomination & Remuneration Committee ("NRC Committee"), and the Board of Directors approved the introduction and implementation of ''Datamatics Global Service Limited’s Performance Based Employee Stock Option Plan 2022’ ("PSOP 2022"). PSOP 2022 was approved by the members of the Company by way of Postal Ballot through remote e-voting process on March 14, 2022.

The Company on April 30, 2022 had made grant of an aggregate of 8,15,879 options under PSOP 2022 to class of employees as determined by the NRC Committee. Hence there are no outstanding options under PSOP 2022 as on March 31, 2022.

Accordingly, no disclosures in terms of Companies (Share Capital and Debenture) Rules, 2014 and SEBI (Employee Share Based Employee Benefits) Regulations, 2014 are required to be made during the year under review.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL Retirement by Rotation.

At the 33^rd Annual General Meeting of the Company which was held on September 30, 2021, Mr. Sameer L. Kanodia (DIN: 00008232), Non-Executive & Non-Independent Director, was duly re-appointed as a Director of the Company as he retired by rotation and offered himself for reappointment.

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Rahul L. Kanodia [DIN -00075801 - Executive & Non-Independent Director], retires by rotation at the ensuing Annual General Meeting ("AGM") and being eligible offers himself for re-appointment.

Change in Directors

At the Board Meeting held on January 20, 2022, the Board of Directors, based on the recommendations of Nomination & Remuneration Committee, approved the re-appointment of Mr. Rahul L. Kanodia as Whole-Time Director, designated as Vicechairman and CEO of the Company, for a period of 5 years w.e.f. February 22, 2022, subject to approval of the Members of the Company. Accordingly, approval of the Members is sought for the said re-appointment.

Brief particulars and expertise of directors seeking appointment/re-appointment together with their other directorships and committee memberships have been given in the annexure to the Notice of the 34^th AGM of the Company in accordance with the requirements of the Listing Regulations and Secretarial Standards.

Mr. R. K. Saraswat ceased to be an Independent Director w.e.f. March 02, 2022 due to his demise. Mrs. Asha L. Kanodia resigned as Non-Executive Director w.e.f. close of business hours on April

28, 2022. She has confirmed that there is no other material reason for her resignation other than that which is stated in her letter of resignation i.e. due to some personal reasons and certain other pre-occupations. The Board and the management places on record its deepest appreciation for the valuable contribution made and guidance provided by Mrs. Asha L. Kanodia during her tenure as a Director of the Company.

Key Managerial Personnel (KMP):

During the year under review, there was no change in the Key Managerial Personnel of the Company.

In terms of the Companies Act, 2013, the following are the KMPs of the Company as on March 31, 2022:

• Dr. Lalit S. Kanodia, Chairman and Whole Time Director;

• Mr. Rahul L. Kanodia, Whole-Time Director designated as Vice Chairman and CEO;

• Ms. Divya Kumat, EVP, Chief Legal Officer & Company Secretary;

• Mr. Sandeep Mantri, Chief Financial Officer.

Declaration by Independent Directors

The Company has received declarations from all the Independent Directors of the Company confirming that they met the criteria of independence as prescribed under Section 149 (6) of the Act and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations").

The Board of Directors of the Company is of the view that all the Independent Directors fulfils the criteria of independence and they are independent from the management of the Company. All Independent Directors of the Company have confirmed that they have registered themselves with Independent Directors’ Database of IICA and will appear for the online proficiency test of IICA, if applicable.

MEETINGS OF THE BOARD

During the financial year, seven meetings of the Board of Directors were held, the details of which are given in the Corporate Governance Report of the Company, which forms part of this Report. The maximum interval between any two meetings did not exceed 120 days as prescribed under the Act.

BOARD AND COMMITTEE EVALUATION

The Companies Act, 2013 and SEBI Listing Regulations contains broad provisions on Board Evaluation i.e. evaluation of the performance of (i) the Board as a whole, (ii) individual Directors (including Independent Directors and Chairperson) and (iii) various Committees of the Board.

Pursuant to the said provisions, the Board has carried out the annual performance evaluation of the entire Board, its Committees and all the Directors based on the parameters specified in the Report of Corporate Governance.

A separate meeting of Independent Directors was held to discuss the performance of Non-Independent Directors, Board as a whole and Chairman after considering the views of Executive Directors and Non-Executive Directors.

Company''s policy on Director''s appointment and remuneration:

The Nomination & Remuneration Committee had laid down criteria for determining Directors Qualification, Attributes and Independence of a Director, remuneration of Directors, Key Managerial Personnel and other employees and criteria for evaluation of Directors, Chairperson, Non-Executive Directors

and Board and the evaluation process of the same. The policy may be accessed on the Company''s website at https://www.datamatics.com/about-us/investor-relations/ corporate-governance.

FUTURE GROWTH STRATEGY

With businesses returning to normalcy, there is a robust demand environment across segments and industries Datamatics operates. Datamatics priorities for the coming year include supply and talent integration, focus on the US market and tightly managing cash flows.

Supply and talent integration is an important piece to driving future growth. The whole IT sector today is going through a challenging time regarding people and talent availability. The company has taken several steps in stepping up its recruitment efforts and continues to invest in hiring, training and upskilling all the employees.

Focus on the US market - Datamatics has extended the US sales force to focus on digital transformation opportunities including intelligent automation products, TruBot RPA and TruCap IDP. The company has recently received excellent ratings from global customers operating in the space. Basis this, it remains confident of the market opportunities in intelligent automation as a critical driver for growth.

Diving deep in Digital - Digital transformation is omnipresent across enterprises, geographies and industries. Datamatics will align its solutions under three pillars - Digital Operations, Digital Technologies and Digital Experiences.

Datamatics will deploy deep technologies to enhance and drive digital operations in areas like finance & accounting, banking process management, insurance process management, publishing, etc., to increase productivity and customer experience.

Datamatics has established Centre of Excellence in deep digital technologies, such as Cloud, Digital Workplace, DevOps, Intelligent Automation, Artificial Intelligence, etc. The company will continue to strengthen its footprint in these technologies in the years to come.

Datamatics will continue to invest in developing and updating its IP solutions in the digital technology space. It is expanding its partner network and believes that the evolving partner ecosystem will increase the sales momentum and ensure smooth implementation and support for Datamatics IP solutions globally.

Datamatics has also been focusing on new-age Digital Technologies like the open loop, NFC, contactless mobile ticketing in Automatic Fare Collection and Smart transport as growth areas across the globe and will continue the focus.

With Digital Experiences, Datamatics helps enterprises take significant strides toward their digital and customer experiences goals.

Datamatics will scale talent globally, invest in employees and accelerate innovation and digital capabilities to capitalize on the expanding market opportunities. The company sees enormous potential to engage and partner with customers to help them go ''deep in digital'' to enable transformation.

KEY BUSINESS DRIVERS FOR DATAMATICS IN FY 21-22

• Products & Platforms: Datamatics Intelligent Automation Platform (IAP) is a unified platform to automate a series of tasks, processes, unstructured and semi-structured data in

Your Company is the first and the only I.T. Company to have won the "International Asia Pacific Award" for Quality in services sector in the year 2007 The Award was won against competition from hundreds of companies from 38 countries spread across the world including the US, Japan, Australia, New Zealand, Russia, Canada, China, Israel, South Korea, Peru and Mexico. Your Company also won the prestigious "IMC IT Award for Quality" in January 2014. We have won the Global Quality Challenge award of one of the fortune 100 organizations for the ninth time.

Further significant initiatives of the Company towards quality are:

1) Certifications:

The Company’s quality management systems (QMS) that forms the backbone of all the processes and the way day-to-day operations are carried out is a very comprehensive and robust standard that draws from a host of international standards and benchmarks. This includes ISO 9001:2015, SEI CMMI, ITIL, Agile, ISO 20000 and so on. The QMS has been successfully assessed and certified for ISO 9001:2015, CMMI (Dev) Ver 1.3 high maturity level L4 and CMMI (Svc) Ver 1.3 L3. In the coming financial year, we are looking at the successful assessment to CMMI (Svc) 2.0 L5. During all the surveillance periodic assessment audits, there has been no major non-conformity observed. All the new centers that we added in the financial year have also been successfully assessed and certified to the above international standards.

As you are aware, with the growing complexity of the digital economy and the present COVID 19 situation where we have been forced to switch significantly to work from Home model, the threat on the information security and data also increases in terms of complexity and impact. Your company is fully aware of this challenge and we constantly keep upgrading our information security management systems (ISMS). Our operations and ISMS have been successfully assessed and are compliant to ISO 27001:2013, SSAE 16 SOC 1 and SOC2 requirements. As you would be aware, these standards are extremely important for Financial, Insurance and Healthcare industries. The Livonia and Philippines operations have also been successfully assessed and certified to PCI-DSS requirements.

Our commitment to ensure a robust information security management system for our customers has been bolstered by these certifications. We have implemented Security Information and Event Management (SIEM) solution as well which will further strengthen the Information security management. During the COVID 19 lockdown and remote working methodology, there has been a palpable increase in the threat to information and data security. Pre-empting such threats we have secured our networks further, addressed end point vulnerabilities and implemented mechanisms and tools to address advanced persistent threats (APTs) from all kind of malware attacks. The company recently implemented EDR (End point Detection and Response) and MDR (Manage Detection and Response) solutions to further enhance our preparedness to any malware threats. We also implemented (MFA) Multiple Factor Authentication solutions to further enhance access and security controls around sensitive data and information being processed by the Company. There is an increased focus on employee awareness around information security as well for proactive and preventive measures to thwart any malicious attack. There is a conscious thrust on risk management as an organization strategy and the risks and mitigation plans are reviewed regularly at all pertinent levels.

A lot of thrust has also been put in enhancing the overall project management skills of our project managers through formal PMP certification from PMI, USA.

documents. The IAP combines the capabilities of TruBot for Robotic Process Automation (RPA), TruCap for Intelligent Document Processing (IDP) along with artificial intelligence (AI)/machine learning (ML) models developed by Datamatics. Apart from this, Datamatics has developed iPM for end-to-end workflow management, TruBI for business intelligence & data visualization and TruFare for Automatic Fare Collection. All these products and platforms are getting good traction in the market.

• Automatic Fare Collection (AFC): This has been a focus area for Datamatics, with it being the only Indian company to have highly evolved AFC, Smart Gates and Contactless Gates service offerings. Datamatics sees this as a vast opportunity in the US and emerging economies worldwide, including India. Recently Phase 1 of Mumbai Metro (Line 2A and 7) has become operational, for which Datamatics has implemented Automatic Fare Collection (AFC) system. Datamatics has made significant progress on phase 2 of Mumbai Metro (Line 2A and 7) and Memphis Area Transit Authority (MATA), the public transportation provider for the Memphis area, USA. In FY 21-22, Datamatics won the AFC contracts for Delhi - Meerut RRTS Corridor by National Capital Region Transport Corporation (NCRTC) and for Kolkata Metro by Rail Vikas Nigam Limited.

• Digital Solutions - Intelligent Automation, Digital Experiences, Cloud: Datamatics is well-positioned to implement digital technologies, such as Intelligent Document Processing, Robotic Process Automation, Digital Experiences, Analytics, Cloud and Artificial Intelligence for its customers. Datamatics, with its experience and expertise, has carved a niche for itself towards becoming a strategic partner to its valued customers and offering intelligent solutions that will enable businesses to further evolve by improving productivity and enhancing customer satisfaction. In FY 22, Datamatics continued to make significant efforts and investments to strengthen its digital footprint.

• Account Penetration: Datamatics has customers across industries;many of these are Fortune 500 companies. Datamatics focuses on deeper penetration within the customer accounts through account management for cross-selling and up-selling through its integrated sales and marketing efforts.

• Branding & Marketing: Datamatics has been investing in marketing and branding efforts for increasing visibility, strengthening digital footprint and geographic reach. In FY22 Datamatics engaged with prospects and customers through virtual seminars and digital campaigns.

QUALITY

Quality is the sine qua non for your company. A relentless focus on Customer delight, continuous process improvements and lean and efficient processes have been the hallmarks of the company for years. This is what gives us an edge over our competition. A look at the average duration a customer has been happily associated with Datamatics is an eloquent testimony to our untiring commitment to quality. In the present challenging and constraining Covid 19 times, our team members stepped up their efforts and left no stone unturned to ensure that the customers continue to receive same level of stellar support as the previous normal times. Quality at Datamatics is a legacy that is being ably carried forward by the present team as well. The industry has also been recognizing the company’s performance. This year too, your company and its personnel featured prominently at various platforms by winning prestigious awards.

GDPR REGULATIONS AND DATA PRIVACY ACT

As you would be aware, General Data Protection Regulations (GDPR), the most important regulation around data privacy in the European Union region came into force a couple of years back. All our contracts with the customers in the EU region have been revised to incorporate the requirements of GDPR. Our processes have been further strengthened around the GDPR requirements. A dedicated Data Protection Officer (DPO) has been appointed to address issues, if any, raised around GDPR compliance. All the relevant employees and management have been trained on GDPR principles and requirements. GDPR awareness is an integral part of the employee induction program.

We are also gearing our processes to address all the requirements of the Data Privacy Act of India. We plan to get assessed and certified to Data Privacy standard, ISO 27701.

2) Customer Satisfaction Tracking:

As you’re aware, your Company conducts customer satisfaction surveys at the end of every major milestone to assess customer’s perception of our services. The wholly automated survey asks the customers their feedback on a range of parameters that measure their near and long term perception about the Company.

We feel proud to share with you that we continue a stellar performance on this count. Your Company scored 5.3 on overall satisfaction rating on a scale of 1-6, 1 being the lowest and 6 being the highest. Another highlight of this survey has been that 86% of the respondents have rated us in the top 2 boxes of the rating i.e. extremely satisfied and Delighted. 55 customers have rated us as delighted on all the parameters. 64% of respondents expressed "Insist" and "Prefer" to work with Datamatics on Quality of Engagement questionnaire. We believe that in the modern environment Customer Experience i.e. the impression that our customers make during their interaction with us, is extremely critical. Customer Experience, apart from the feedback on the hard deliverables, is an integral part of these surveys. We are glad to share that the results are extremely positive on this front.

Apart from this, the more frequent and real time Customer Feedback Capture mechanism that captures feedback through other formal and informal channels also reports an improving trend in the customer sentiment towards our processes and performance.

3) Continuous Improvement - Lean Six Sigma:

The Company has a mature and well-entrenched continuous improvement program. This program is based on the principles of Lean, Six Sigma and Kaizen. The program focusses on making our processes more efficient, productive, accurate and cost effective. The program continues to deliver significant benefits to the organization with improvements in productivity, efficiency, accuracy and customer satisfaction. Overall 465 Lean Six Sigma projects and 2005 Kaizens were successfully completed since 2007.

The Company has about 30 Six Sigma Green Belt and 55 Six Sigma White Belt certified professionals along with 6 Six Sigma Black Belt and 1 Six Sigma Master Black Belt certified professionals.

HUMAN RESOURCE MANAGEMENT

Year 2021-22 also had the shadow of pandemic in the background, but we made confident strides to return to normal. The Human Resources function continued to build on the 4C strategy of Collaborate, Communicate, Connect and

Contribute to address the dynamic, unprecedented scenario, and lead transformation, all the while being ''(Socially) Distanced yet (Mentally) connected with the employees. We also made conscious efforts to reach out to families of employees through career assessment initiatives for the ''''Talent@Home,’ We increased our campus reach beyond India and established ourselves as an Employer of Choice in campuses as well, thereby paving the path for huge number of fresher inflow into the system. The global headcount of employees as on March 31, 2022 was 10,500 plus.

All our locations have been working on a hybrid mode, with Nashik and Puducherry in India, having office attendance above 70%. This meant additional steps to ensure safety of staff and maintain employee connect for both staff working from office and from home. The internet allowance to the junior grade employees was continued as an enabler of the WFH initiative. There was launch of a new office in Nashik, for IPM function within BPM, from March 2022 expanding its business and presence in Nashik. For both Nashik and Pondicherry, we arranged vaccination drive and health checkup camps, to ensure employee safety.

We reinstated the Reward and Recognition platform Datamatics Annual Achievers Award, but completely on a digital platform, thereby ensuring global participation at one go. We also got shortlisted as a top finalist for The Most Inclusive Organisation at the Market Research Society of India’s Golden Key awards.

TALENT ACQUISITION

Year 2021-22 has been one of the most competitive years for the Talent market but the rich experience of the Talent Acquisition team was a pivotal factor in managing the unprecedented challenges. The sheer demand of talent and aggressive acquisition strategies by the industry players, and volume hiring by bigger organizations, has made 2021 highly volatile. There is an enormous uncertainty about joining’s, along with high volume of back out and offer decline. In spite of the odds, the team has managed to sustain and further increase the hiring numbers, SLAs and productivity.

The team redefined strategies to adapt to the changing landscape and planned initiatives to meet the need of the hour.

• Sourcing - The team ensured the primary goal of reaching out to maximum numbers of candidates through a variety of sourcing channels, both traditional and emerging. Hiring managers were engaged and the team managed to yield maximum interviews from them, right from increasing daily interviews to planning virtual interview drives.

• Candidate Engagement - Every potential or offered candidate was finely engaged at an individual level regularly by the team. The candidate engagement process was strengthened to build enthusiasm and excitement for the candidate.

• Partnership Management - The Team has built a robust network of vendor partners across India, Middle East, United States, UK, Spain & Netherlands. The network has been actively utilized to maximize the spread of required closures.

• Industry Intelligence - Talent Acquisition (TA) Team made an active time investment to map the DGSL service offerings, products and vertical specialization towards the competitor offerings. This has been executed for all business offerings i.e. IT services, BPM, Intelligent Automation, Engineering Services, CMS and Market Research.

• TA-Business Partnership - The TA Team did a real-time data

analysis of the industry data, candidate expectations, market trends and alternatives and informed the hiring managers time to time, for them to be able to take quick decisions around hiring.

The team on-boarded a total of 4263 resources in 2021-22, highest in the last 7 years. In comparison to last year, the team has exceeded the hiring count by 48%. Compared to the industry, the team managed an exceptional offer-joining ratio higher than the industry index.

The organization initiated to build a larger overseas Sales team and the TA team aligned itself to the business objectives and successfully onboarded all the sales professionals, again the highest number for the overseas territory in the last 5 years. Most notable achievement was putting together a Products Sales team in the US including the Head of Sales and Sales leaders across LoS in a highly competitive US market.

The team has stayed ahead of the curve, with eminent industry practices relevant to resume sourcing, assessments, interviewing, background verification, negotiations and candidate engagement. Innovation has been the guiding principle towards relentless improvement, and the team has employed avant-garde strategies like brand-driven job posts, video interviewing, passive candidate engagement, research, social media usage, industry intelligence and effective referral programs. It has also been a continuous effort to establish Datamatics as an Employer of Choice, through powerful messaging around the key Employee Value Proposition.

LEARNING & DEVELOPMENT

Year 2021-22 has been a progressive learning year despite the continued challenges. Datamatics DAT (Develop-Aspire-Transform) our learning buddy continues to enlighten our learning pathway with multiple and focused sessions. Learning Webseries, Learning & OD interventions, eShiksha, new learning offerings and many more reinforced strength to our learning culture globally.

• A notable intervention has been Eagle @ Datamatics, where cross-functional team members are transformed into paranoid achievers and they achieve the unthinkable. We have successfully executed the 10^th phase of the Eagle Program. As the world has been a witness to the unthinkable situation with the pandemic, Eagles showcased their X factor and displayed glorious traits like Passion, Team Work, Collaboration, Execution, Out of Box Thinking etc. This has been even more of an incredible achievement because, for the first time ever the program was conducted on digital platform and we involved ex-India geographies. During the seven months-long intervention, Eagles came out with flying colours, resulting into a win-win situation for both Eagles and our esteemed organization.

• New Learning platform: L&D introduced a new and strategic learning platform called FutureSkills Prime for all our learners in India. Datamatics partners with FutureSkills Prime, a first of its kind, Government & Industry partnership to drive a national skilling ecosystem for digital technologies available for all our employees in India. NASSCOM FutureSkills Prime platform for Datamaticians went live on February 7 2022, now available in our Company intranet Pulse under the L&D tab.

• CCI: Customer Centricity Immersion Program: With the objective to inculcate in employees that Customers are at the heart of what we do, CCI covered topics which included

finding the True North- An overview of Business Process Outsourcing and Datamatics CMS and earning the Purple Heart - Essentials of Good Customer Service.

• Digital Learning:

o Product Mind-set: With the intent of inculcating a Products mind set, sessions were crafted to learn from our in-house leaders every quarter. The industry leaders spoke on their product journey and unique talk points and benefits for us to keep in mind when talking to customers.

o We also strengthened our in-house LMS platform which offers 143 wide range of learning modules from compliance, behavioral, technical, Sales sessions etc.

o AI & ML: With the objective to stay up-to-date with the current industry trends by enhancing the AI & ML skills and to help deploy real world applications for the benefit of both customers and the organization, focused series of sessions were conducted for over 1400 employees, globally. Employees benefitted from the session conducted by our internal learning ambassadors and leveraged on the opportunity.

Learning@Datamatics continues to stay compliant by successfully completing multiple audits which included IQA; CMMI SVC and surveillance audit for ISMS. Learning & Development function has clocked 293437 person hours in the year 2021-22 as compared to 281563 person hours in the year 2020-21 with an average feedback of 4.3 out of 5.

TALENT MANAGEMENT

The HR Centre of Excellence focused on building Diversity, Equity & Inclusion (DEI) in the workplace, Employer Branding and CSR initiatives while supporting all aspects of ''Talent Management’ internally.

• Unify to Amplify DEI - A dedicated Diversity & Inclusion and Equal Opportunity Policy has been introduced, formalizing ''D&I as a way of life at Datamatics’.

• Employees shared, and we listened - based on employee request, the ''Focused (Wo)Mentoring’ initiative was launched globally and made available for all women in Datamatics.

• Our continued efforts have been recognized. Our CEO & Vice Chairman features among 40 Global Leaders and influencers across domains committed to women''s advancement and openly embraces diversity, equity, and inclusion (DEI) on the International Women''s day website.

• We are also featured in NASSCOM’s ''Diversity, Equity and Inclusion in a Changing World - Rising Together’ compendium for Industry Best practices in 2021 for our ''Gender Agnostic - Talent Acquisition’ practices.

• ''Appreciate with Badges’, our peer-to-peer recognition platform, went global with more than 1500 unique Datamaticians being appreciated with 3000 badges on this platform globally.

• The team initiated and maintained regular positive communication, ensuring visibility across all existing channels, themes like D&I, CSR & Mental Health (celebrating Mental Health Awareness Day and World Mental Health Day), including Covid anxiety series, anonymous counselling connect and sessions for the local HR team members to better help employees.

• Key Talent conversations and development interventions

along with the support of Expert professionals were conducted as required.

• Datamatics encouraged tech-based entrepreneurship amongst the youth in India to create an enterprising India. After a successful campus relations program last year where the IIT Kharagpur students were involved in state-of-the-art live projects, Datamatics supported IIT Kharagpur’s Entrepreneurship Awareness Drive - EAD 2021, a nationwide drive that provides a level playing field to tier 2 and 3 cities as well. The association was to enable the EAD mission of awareness, knowledge, financial support and opportunities to more than 20,000 potential tech entrepreneurs.

CORPORATE HR

Our Global Annual Climate Survey was conducted with 85% participation, higher than last year’s 80%. We continue to be recognized as ''Employee-friendly’ by our employees and we have observed a positive shift in terms of employee feedback on all key parameters. CEO Townhall was institutionalised and opened up a new platform for employees to connect with Top Management directly.

Corporate HR took all possible steps in the workforce planning, to focus on the safety of the workforce, including working with minimal employee presence at office locations and implementing COVID-19 appropriate behavior. With business excellence as the focal point, the organisation has improvised engagement activities and made a sincere attempt to instill trust and confidence through remote engagement frameworks.

• Automation initiative of critical processes continued. The New Joiner Portal (NJP) was customized for Philippines and launched during the year, with an aim to enhance the candidate''s onboarding experience.

• The focus on Employee Wellness programs increased, and we had various online workshops and activities to address Social, Emotional, Physical, Financial, and Environmental well-being. While Physical and Emotional wellness were given priority, we kept the Fun going.

• Families of the deceased were offered proactive assistance to claim the due amount from the Insurance companies.

• A survey was conducted to understand the pulse of the employees on the plan to return to office. Similarly, focus group discussions were organised to understand the managers'' perspectives on the same topic. The insights were useful for the management decision.

• The focus on the NAPS apprenticeship continued, and the momentum of onboarding trainees at the Puducherry location was augmented.

• Datamatics received very good scores in the PS Clients HR audit, which is an important factor in the continuity of PS business.

US and Overseas HR Operations

US has been a very strategic and critical geography for us, contributing to significant chunk of the business. Throughout the year, Team HR in USA took robust strides to ensure that core Datamatics fabric remained consistent in the workforce.

With excellent execution of end-to-end employee lifecycle processes from hire to retire, US HR kept the workforce aligned to the organization and stayed connected and engaged throughout. Though different states within US had different regulatory guidelines, that were extremely dynamic in nature, the team handled the transition very well, of enabling employees

to work from home and ensure business continuity. With all Overseas employees, HR business partners maintained close collaboration and responded promptly for all their needs. The search to onboard a new strategic HR leader for US got concluded and we now have Ms Beth Smiley leading our US HR Operations.

Philippines Human Resource Operations

BPO Industry continues to be the pillar of Philippine economy and continues to provide employment opportunities amidst the pandemic.

The Brand Identity got strengthened further when Datamatics Philippines received recognitions from Asia CEO Awards as Circle of Excellence Awardee as CSR Company of the Year and Top Employer of the Year. Datamatics Philippines was also recognized as Leader in Customer Experience.

CSR - The Joy of Giving - It is estimated in the 2020 UNICEF report there are about 210 million orphans worldwide. In the Philippines alone, there are approximately 1.8 million of them. Aside from struggling to survive on $1.25 a day or less, nearly one-third of these children who start primary school do not complete fifth-grade. To make matters worse, COVID-19 pandemic has forced many school students around the world to embrace remote learning. But not all have computers at home.

Remote learning makes the situation especially hard for orphans and vulnerable children at Little Angels Home who are at the critical point of student to computer ratio of 1 is to 8. Some learning websites have layouts that are not optimal for mobile devices, making it difficult for students to watch video lessons or view slides. Formatting text and visuals for school projects on a smartphone can also be arduous. Not having their own computers hinders students’ creativity and makes learning timeconsuming.

Datamatics Philippines gifted the orphans and vulnerable children at Little Angels Home with a computers to enable them to attend online classes like other children hence cutting on the number of children who cannot access online classes due to lack of computers. Employees have contributed generously making financial pledges to buy much needed staples like food packs, fresh fruits, milk, diaper toiletries and other grocery items. The kids enjoyed a day of laughter, good, games and gifts.

Equal Employment Opportunity, Diversity and Inclusion are more than just policies but integral part of Datamatics Philippines, how we operate and how we see our future. There is a healthy gender ratio of 57% male and 43% female and a generational mix. Hiring is focused on competency-based talent evaluation.

Transformative Employee Experience -

• Created and Implemented programs focused on a culture of wellbeing, Continuous Employee Development, Engagement and Appreciation.

• Deployed New Payroll System which eliminated manual work for employees and HR staff. Payroll processing was shortened from 5 days to 2-3 days. Provided access to reports and employee status.

• Alignment to Global processes and system - Implementation of Salary Grades, Promotion Process, Performance Appraisal, Increments and Integration to Pulse System.

• Development and implementation of Customer Centricity Immersion and Empathy Skills Training which is being used by India and Philippines.

Compliance

• Complied with Government health and safety protocols requirements. Datamatics Philippines was able to secure Safety Seal Certification for all Sites.

• Passed Department of Labour and Employment Audits.

Talent Acquisition

• One of the key strengths of Datamatics Philippines Talent Aquisition Team is the ability to hire Bi-Lingual resources. We were able to on-board Spanish, Japanese, Mandarin and Arabic resources, which we are strongly offering as one of our capabilities to our Clients.

• Continued to deliver on volume hiring requirements.

• Hired Lead Generation Specialists which supported the Eagle team on their lead generation requirements.

• Improved delivery on IT hiring, one of our of the Clients was able to grow their headcount by 136% through our support by hiring System and Network Engineers.

CORPORATE SOCIAL RESPONSIBILITY

Being a socially responsible Corporate, we continue to focus on

Community care on our own and through key partnerships,

including local governing bodies. We also featured in FICCI’s ''2^nd

Wave CSR Interventions Compendium'' as we continued to

extend support through the persistent pandemic situation.

Some notable initiatives were as follows:

• Aiding medical self-sufficiency in rural India - we partnered with the Rotary Club of Delhi Premier and donated a 45-litre oxygen plant to the city hospital in Haryana''s Palwal district. This plant has the capacity to cater to 10 regular oxygen beds or 5 ICU oxygen beds. This has made the hospital selfsufficient on oxygen cylinders and liquid oxygen supply. The City hospital is servicing 5 villages in its neighbourhood, with a combined population of 20,000 people and has helped save precious lives.

• Community Outreach Program (early steps towards Community Inclusion) - As part of ''Joy of Giving’ at the Philippines, the team enabled remote learning for orphans and vulnerable children by setting up a computer room (along with all necessary technical & electrical enhancements - including lighting, new air conditioning unit) at Little Angels Home, Mendez, Tagaytay.

• Helping the Maharashtra Disaster Management Cell mobilize relief materials for 50 affected families during the Konkan floods. Maharashtra Industrial Development Corporation shared an Appreciation Letter for the Nashik team’s timely efforts towards ''Flood relief help’ by providing Dry Ration Kits of food essentials to the people affected by the floods.

• Donation of Mobile Toilets and bathrooms to IGMCRI (Govt. Of Puducherry) for Covid-19 Oxygen Transit centre done in the presence of CII, Health Secretary handed over to Chief Minister. As the Covid rehabilitation centre was inaugurated by Lt. Governor.

• BOT for social good - In Nasik, we helped with uploading more than 1,46,000 RTPCR rest report data on the ICMR portal during the Covid second wave cases with the help of BOT.

• Financial support for the treatment of the underprivileged

Cancer patients, especially children, at the Tata Memorial Centre. This was much appreciated by their team.

• Supported free COVID vaccination camp for the citizens at Puducherry location, with crucial IT infrastructure.

• The Company has offered an apprenticeship/ training program to general public at large and the said training program helps the trainees develop vocational skills that increases their ability to get a job in the related field.

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

The Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment. The Company is actively involved in ensuring that the employees/resources are aware of the provisions of the POSH Act and rights thereunder.

The Company has constituted an Internal Committee (IC) as required under POSH Act and the constitution of the committee is in compliance with the said Act.

The Company has also adopted Anti-Sexual Harassment Policy, in line with requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and is fully committed to uphold and maintain the dignity of every woman executive working in the Company.

Number of complaints pending as on the beginning of the financial year: 0

Number of complaints filed during the financial year: 0

Number of complaints pending as on the end of the financial year: 0

New module on POSH, incorporating content with online forms of harassment and their prevention, will be introduced soon for employees.

AWARDS & ACHIEVEMENTS

During the year, the Company (including Subsidiaries & Group Companies) and its employees received several awards and recognition, some of which are:

• Datamatics recognised as Leader in Outsourcing 100 List of world’s best outsourcing providers 2021.

• Datamatics won IBS Intelligence (IBSi) Global FinTech Innovation Award 2021.

• Datamatics awarded as the Best Service Provider at ICICI Prudential Annual TATVA Award 2021.

• Datamatics won the Circle of Excellence for "Top Employer of the Year" and "CSR Company of the Year" awards at the 12^th Asia CEO Awards.

• Datamatics won "Leadership in Customer Experience" award 2021 by Contact Center Association of the Philippines.

• Datamatics won Rail Analysis India Award 2022 for AFC technology for Innovation in Contactless Travel Solutions.

• Lumina Datamatics won Rubrik Asia Customer Awards for 2022 in the Forward - Data Modernization Excellence Award category.

• Lumina Datamatics won the Innovation HR Practices Award 2021.

• Lumina Datamatics won Best Employer Brand Awards 2021. PARTICULARS OF EMPLOYEES:

Disclosures with respect to the remuneration of Directors and

employees as required under Section 197 of the Act read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as “Annexure -A" to this Report.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of top ten Employees in terms of remuneration drawn and name and other particulars of Employees drawing remuneration in excess of the limits set out in the said Rules are required to be part of the report. However, having regard to the provisions of the first proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the Members of the Company. The said information is available for inspection at the Registered Office of the Company during the working hours. Any member interested in obtaining such information may write to the Company Secretary, at the Registered Office and the same will be furnished on request.

DATAMATICS'' INSIDER TRADING POLICY FOR REGULATION OF TRADING BY INSIDERS

Datamatics has formulated an Insider Trading Policy for Directors and employees in compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015.

The policy lays down guidelines, which advises the insiders on procedures to be followed and disclosures to be made, while dealing with the Company’s securities. The policy clearly specifies, among other matters, that "Designated Persons" including Directors of the Company can trade in the Company’s securities only when the ''Trading Window’ is open. The trading window is closed during the time of declaration of financial results, dividend and other important events as mentioned in the policy.

The Insider Trading Policy for Regulation of Trading by Insiders is available on our website at https://www.datamatics.com/ about-us/investor-relations/corporate-governance.

STRUCTURED DIGITAL DATABASE FOR PREVENTION OF INSIDER TRADING PRACTICE

In accordance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, (''SEBI PIT Regulations’) as amended, the Company has customized a secure Insider Trading Compliance Tool (InsiderLens software) which is maintained in house to prohibit insider trading activity. The Company has in place a structured digital database wherein details of persons with whom UPSI is shared on a need to know basis and for legitimate business purposes is maintained with time stamping and audit trails to ensure non-tampering of the database.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their knowledge confirms that:

(i) in the preparation of the annual accounts for the year ended March 31, 2022, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

(ii) they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year ended on that date;

(iii) they have 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;

(iv) they have prepared the annual accounts on a ''going concern’ basis;

(v) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

(vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

SECRETARIAL STANDARDS

The Company has complied with secretarial standards issued by the Institute of Company Secretaries of India on Board Meetings and Annual General Meetings.

Secretarial Auditor

The Company had appointed Mr. Tushar Shridharani, Practicing Company Secretary, to conduct the secretarial audit for the financial year 2021-2022. The Secretarial Audit Report for the financial year ended March 31, 2022 is annexed as “Annexure -B1“ to this Report.

As per the requirements of the Listing Regulations, Mr. Tushar Shridharani, Practicing Company Secretary, have undertaken secretarial audit of Lumina Datamatics Limited, material subsidiary of the Company for the FY 2021-22. The Secretarial Audit Report for the financial year ended March 31, 2022 is annexed as “Annexure - B2“ to this Report.

Annual Secretarial Compliance Report

In compliance with the Regulation 24A of the Listing Regulations and the SEBI circular CIR/CFD/CMD1/27/2019 dated February 8, 2019, the Company has undertaken an audit for the Financial Year 2021-22 for all applicable compliances as per Securities and Exchange Board of India Regulations and Circulars/ Guidelines issued thereunder. The Annual Secretarial Compliance Report duly issued by Mr. Tushar Shridharani, Practising Company Secretary has been submitted to the Stock Exchanges within the prescribed timelines.

INFORMATION ON AUDITORS'' OBSERVATIONS1) Statutory Auditors:

The report of the Statutory Auditors on Standalone and Consolidated Financial Statements forms part of this Annual Report. There are no qualifications, reservations or adverse remarks made by the Statutory Auditors in their report.

2) Secretarial Auditor:

The Secretarial Audit Report and Annual Secretarial Compliance Report does not contain any qualification, reservation or adverse remark.

STATUTORY AUDITORS

Under Section 139 of the Companies Act, 2013 and the Rules made thereunder, it is mandatory to rotate the statutory auditors on completion of the maximum term permitted under the provisions of Companies Act, 2013. In line with the requirements of the Companies Act, 2013, M/s. M. L. Bhuwania and Co. LLP, Chartered Accountants (Firm Registration No. 101484W/W100197) were appointed as the Statutory Auditors of the Company to hold office from the conclusion of 29^th Annual General Meeting till the conclusion of 34^th Annual General

MANAGEMENT DISCUSSION AND ANALYSIS

The Management’s Discussion and Analysis Report for the year under review, as stipulated under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is part of this annual report.

COMPOSITION OF THE COMMITTEES OF THE BOARD

There are currently five Committees of the Board, as under:

• Audit Committee;

• Nomination and Remuneration Committee;

• Stakeholders’ Relationship Committee;

• Corporate Social Responsibility Committee;

• Risk Management Committee.

Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the "Report on Corporate Governance", which forms part of this Annual Report.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013, are provided in the Notes to Financial Statements, which forms part of this Annual Report.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts, arrangements and transactions entered by the Company with related parties during FY 2021-22 were in the ordinary course of business and on an arm’s length basis. During the year, the Company did not enter into any transaction, contract or arrangement with related parties that could be considered material in accordance with the Company’s policy on related party transactions.

Accordingly, the disclosure of related party transactions in Form AOC-2 is not applicable. However detailed disclosure on related party transactions as per IND AS-24 containing name of the related party and details of the transactions have been provided under financial statements.

The Company has formulated a Policy on Related Party Transactions which is also available on Company’s website at http:/ /www.d a ta mat ics.com/investors/corporate-governance. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.

POLICIES

The SEBI Listing Regulation mandated the formulation of certain policies for all Listed Companies. In compliance with the above requirement, all our policies are available on our website (http:/ /www.datama tics.com/investors/corporate-governance). The policies are reviewed periodically by the Board and updated based on need and new compliance requirement.

In addition to its Code of Conduct, key policies that have been adopted by the Company are as follows:

Meeting, subject to ratification by Shareholders at each AGM. The requirement to place the matter relating to appointment of auditors for ratification by Members at every AGM has been done away by the Companies (Amendment) Act, 2017 with effect from May 7 2018.

The Statutory Auditors M/s. M. L. Bhuwania and Co. LLP, Chartered Accountants (Firm Registration No. 101484W/ W100197), holds office until the conclusion of 34^th Annual General Meeting and is eligible for reappointment. Your Company has received confirmation from the Auditors to the effect that their appointment, if made, will be in accordance with the limits specified under the Companies Act, 2013 and the firm satisfies the criteria specified in Section 141 of the Companies Act, 2013 read with Rule 4 of Companies (Audit & Auditors) Rules 2014. Your Board is of the opinion that continuation of M/s. M. L. Bhuwania and Co. LLP, Chartered Accountants as Statutory Auditors will be in the best interests of the Company and therefore, Members are requested to consider their re-appointment as Statutory Auditors of the Company for second consecutive term of 5 (five) years from the conclusion of 34^th Annual General Meeting till conclusion of 39^th Annual General Meeting at remuneration to be decided by the Board.

During the year, the statutory auditors have confirmed that they satisfy the independence criteria required under the Companies Act, 2013 and other applicable provisions of law.

MAINTENANCE OF COST RECORDS AS SPECIFIED BY THE CENTRAL GOVERNMENT UNDER SUB-SECTION (1) OF SECTION 148 OF THE COMPANIES ACT, 2013

As per provisions of sub section (1) of Section 148 of the Companies Act 2013, the Company is not required to maintain cost records.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

No frauds were reported by auditors under sub-section (12) of Section 143 of the Companies Act, 2013.

CORPORATE GOVERNANCE

Pursuant to the SEBI Listing Regulations, Report on Corporate Governance for the year under review, is presented in a separate section. A certificate from M/s. M. L. Bhuwania and Co. LLP, Chartered Accountants, Statutory Auditors of the Company, confirming compliance of conditions of Corporate Governance, as stipulated under the SEBI Listing Regulations, is annexed to this report.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

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

Name of the Policy	Brief Description	Web Link
Whistleblower/Vigil Mechanism	The Company has formulated and adopted a Whistleblower Policy/Vigil Mechanism for its Directors and Employees to report concerns about unethical behavior, actual or suspected fraud or violation of Company’s Code of Conduct and ethics.	httDs://www.datamatics.com/about-us/ mvestor-relations/coroorate-aovemance.

INTERNAL FINANCIAL CONTROLS

The Board has adopted policies and procedures for ensuring orderly and efficient conduct of its business, including adherence to the Company’s policies, safeguarding its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures.

The Audit Committee is responsible for implementing and maintaining the internal control and periodically reviews the adequacy and effectiveness of the Company’s internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Company’s risk management policies and systems.

The Company has adopted accounting policies which are in accordance with Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 read with Section 133 of Companies Act, 2013, (the ''Act’) and other relevant provisions of the Act.

RISK MANAGEMENT POLICY

Risk Management is embedded in Datamatics operating framework. The Company has a duly approved Risk Management Policy, which lays down broad guidelines for the appropriate authority to identify, assess, categorize and

Name of the Policy	Brief Description	Web Link
Corporate Social Responsibility (CSR) Policy	The Policy outlines the Company’s strategy for bringing about a transformation in the quality of life of people in the society through social upliftment programs. The CSR activities of the Company will focus on Employability, Education & Training, Health and Environment".	https://www.datamatics.com/about-us/ investor-relations/corporate-aovernance.
Policy on Material Subsidiaries	The Policy is framed to determine Material subsidiaries of the Company and to provide governance framework for such subsidiaries of the Company.	httDs://www.datamatics.com/about-us/ investor-relations/corporate-aovernance.
Related Party Transaction Policy	Related Party Transactions Policy is framed to ensure the proper approval and reporting of transactions between the Company and its related parties.	httDs://www.datamatics.com/about-us/ investor-relations/corporate-aovernance.
Insider Trading Policy	The Policy provides the framework in dealing with the securities of the Company.	https://www.datamatics.com/about-us/ investor-relations/comorate-aovemance.
Policy for determination of Materiality of Events	The Policy is framed to provide an overall governance framework for determination of materiality of events / information and to ensure timely and adequate disclosures of material events / information fully, fairly, correctly and transparently to the concerned authorities.	https://www.datamatics.com/about-us/ investor-relations/comorate-aovemance.
Document Retention and Archival Policy	The Policy is framed to outline the guidelines for retention and archival for corporate records / documents of the Company.	https://www.datamatics.com/about-us/ investor-relations/corporate-aovernance.
Dividend Distribution Policy	This policy sets out principles to determine the amount that can be distributed to equity shareholders as dividend. The policy is framed to achieve dual objectives of appropriately rewarding shareholders through dividends and retaining capital in order to maintain a healthy capital structure to support its future capital and growth requirements.	https://www.datamatics.com/about-us/ investor-relations/corporate-aovernance.

prioritize risks in a timely manner and formulate plans for mitigation of such risks.

Pursuant to SEBI (Listing Obligation and Disclosure Requirements) (Second Amendment) Regulations, 2021, the Risk Management Committee was reconstituted to frame, implement and monitor the risk management policy for the Company. The composition of the Committee is in conformity with the Listing Regulations, with majority members being Directors of the Company. The Committee shall be responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions shall be systematically addressed through mitigating actions on a continuing basis.

The details of composition of the Risk Management Committee and its terms of reference, is provided in the section titled ''Report on Corporate Governance’, which forms part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY ("CSR")

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company during the financial year 2021-22 are annexed as

''''Annexure - C" to this Report in the format prescribed in the Companies (Corporate Social Responsibility Policy), Rules, 2014.

SCHEME OF AMALGAMATION

The Board of Directors of the Company, at its meeting held on March 04, 2022, had considered and approved a scheme of amalgamation ("Scheme") pursuant to Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 and the rules and/ or regulations made thereunder, providing for the merger of its holding Company, Delta Infolutions Private Limited ("Delta"/"Transferor Company") with and into Datamatics Global Services Limited (''the Company’/Transferee Company’) and their respective shareholders.

The Scheme is subject to receipt of the approval of the requisite majority of the public shareholders and creditors (if applicable) of the Companies, the Stock Exchanges, the Securities and Exchange Board of India, National Company Law Tribunals, Mumbai and other regulatory authorities, as may be applicable.

The Company has applied to Stock Exchanges i.e. BSE Limited (''BSE’) & National Stock Exchange of India Limited (''NSE’) on 25^th March, 2022 for getting in principle approval from them conveying their no objection to the Scheme. Final approval from Stock Exchanges on the Scheme is awaited as on the date of this report.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its operations in future.

ANNUAL RETURN

Pursuant to Section 92(3) of the Act read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2022 is available on the website of the Company at https://www.datamatics.com/ about-us/investor-relations/financials.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Details relating to conversation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, are mentioned hereunder:

A. CONSERVATION OF ENERGY:

i) Our Company being in IT & ITeS industry, our operations are not energy intensive.

Adequate measures have been taken to conserve energy.

ii) The Company has not taken any steps for utilising

alternate sources of energy.

iii) There was no additional capital investment on energy consumption equipments and proposals if any, being implemented for reduction of consumption of energy as the nature of the Company’s operations entails a very low level of energy consumption.

B. TECHNOLOGY ABSORPTION:

i) Every effort is made by the Company to update the technological skills of its technical staff in order to ensure that they possess adequate skills to enable them to service the Company’s clients.

ii) The Company has not imported any technology during the year under review.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

Foreign Exchange Earned in terms of Actual Inflows :

'' 2,943.39 million

Foreign Exchange Outgo in terms of Actual Outflows :

'' 220.31 million

BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Report for the year under review, as stipulated under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is part of this annual report and is annexed as “Annexure - D" to this Report.

ACKNOWLEDGEMENTS

Your Directors’ place on record their deep appreciation to employees, customers, shareholders, vendors, bankers, financial institutions, Governments authorities and other stakeholders at all levels for their hard work, dedication and commitment. Our consistent growth was made possible by their hard work, solidarity, cooperation and support.

For and on Behalf of the Board For Datamatics Global Services Limited

Sd/-

Dr. Lalit S. Kanodia

Chairman DIN: 00008050

Place : Mumbai Date : April 28, 2022

Registered Office:

Knowledge Centre, Plot No. 58, Street No. 17,

MIDC, Andheri (E), Mumbai - 400 093.

CIN: L72200MH1987PLC045205

Tel: [phone] | Fax: [phone]

Website: www.datamatics.com

Email: [e-mail]

---

Mar 31, 2018

The behalf of the Board of Directors, I am happy to present the 30^th Board’s Report of your Company with the Balance Sheet and the Statement of Profit and Loss for the year ended March 31, 2018.

Financial Performance

The Company’s financial performance for the year ended March 31, 2018 as compared to the previous financial year ended March 31, 2017 is summarized below:

Particulars	(Rs. in Million)		(Rs. in Million)
	Consolidated		Standalone
	2017-18	2016-17	2017-18	2016-17
Revenue from operations	9,102.69	8,524.17	3,378.50	3,057.12
Other Income	211.82	161.72	201.55	149.91
Other gains/(losses)	32.50	2.73	24.88	43.05
Total Income	9,347.01	8,688.62	3,604.93	3,250.08
Profit before Interest, Depreciation and Tax	1,087.49	982.27	660.19	408.61
Interest	40.30	47.72	34.41	38.05
Profit before Depreciation and Tax	1,047.19	934.55	625.78	370.56
Depreciation	203.30	241.96	102.33	118.58
Profit Before Tax	843.89	692.59	523.45	251.98
Provision for Taxation	128.86	52.97	116.76	4.13
Profit After Tax	715.03	639.62	406.69	247.85
Share of Minority Interest in Profit for the year	74.18	(12.22)	-	-
Profit for the year	640.85	651.84	406.69	247.85
Balance Brought Forward from Previous Year	2,637.21	1,893.43	1,388.83	1,158.72
Profit Available for Appropriation
Acquisition of Techjini	86.47	-	-	-
Removal of subsidiary	-	8.46	-	-
Redemption of Preference shares	-	101.22	-	-
Dividend (including Tax)	(73.72)	(17.74)	(73.72)	(17.74)
Transfer to General Reserve	-	-	-	-
Balance Carried Forward	3,290.81	2,637.21	1,721.80	1,388.83

The Company has prepared the financial statements for the first time in accordance with Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 read with Section 133 of Companies Act, 2013, (the ‘Act’) and other relevant provisions of the Act.

The reconciliations and descriptions of the effect of the transition from previous GAAP to Ind AS have been set out in the notes to accounts in the financial statements.

There are no material departures from the prescribed norms stipulated by the Accounting Standards in preparation of the Annual Accounts. Accounting policies have been consistently applied except where a newly issued accounting standard or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use. Management evaluates all recently issued or revised accounting standards on an ongoing basis. The Company discloses consolidated and standalone financial results on a quarterly basis which are subjected to limited review and publishes consolidated and standalone audited financial results on an annual basis.

Overview of Company’s Financial Performance

The Company is a global IT and ITeS organization focused on delivering proactive and smart data to intelligent business solutions helping enterprises across the globe address their business challenges.

On a Consolidated basis, your Company achieved revenue from operations of Rs. 9,102.69 million as compared to Rs. 8,524.17 million in the previous year. The profit after tax for the current year was Rs. 715.03 million as against Rs. 639.62 million in the previous year.

The revenue from operations on a standalone basis is Rs. 3,378.50 million as compared to Rs. 3,057.12 million in the previous year. The profit after tax for the current year was Rs. 406.68 million as against Rs. 247.85 million in the previous year.

Dividend

During the year, Board of Directors had declared and paid an interim dividend of Rs. 0.50 (10%) per equity share.

In addition to the Interim Dividend and based on the Company’s performance, Directors are pleased to recommend for approval of the Members, a final dividend of Rs. 0.25 per share (5%) for the financial year 2017-18. The total dividend payout amount for the Financial Year 2017-18 amounts to Rs. 0.75 (15%) per equity share of face value of Rs. 5 each.

Transfer to Reserves

During the year under review, the Company has not transferred any amount to General Reserve out of the amount available for appropriation. However, credit balance of Profit and Loss of Rs. 3,290.81 million is transferred to Balance Sheet under the head ‘Reserves and Surplus’.

Transfer of Unclaimed Dividend to Investor Eduction and Protection Fund

In terms of Section 125 of the Companies Act, 2013 (“the Act”), unclaimed or unpaid Dividend relating to the financial year 2010-11 is due for transfer on September 22, 2018 to the Investor Education and Protection Fund established by the Central Government. More details are available on http:// www.datamatics.com/investors/unpaidunclaimed-dividend.

Acceptance of Deposits

The Company has not accepted any deposits during the Financial Year 2017-18 in terms of Chapter V of the Act.

Subsidiary Companies

The Company has the following Indian subsidiaries (including the step down subsidiaries) as on March 31, 2018:

1. Cybercom Datamatics Information Solutions Limited

2. Lumina Datamatics Limited

3. Datamatics Digital Limited (w.e.f July 01, 2017)

4. CIGNEX Datamatics Technologies Limited

5. LDR eRetail Limited

6. LD Publishing & eRetail Limited

7. Attune Infocom Private Limited

8. Scalsys Technologies Private Limited

The Company has the following overseas subsidiaries (including the step down subsidiaries) as on March 31, 2018:

1. Datamatics Global Services, Inc. (US)

2. Techjini Inc (US) (w.e.f July 01, 2017)

3. Datamatics Global Technologies GmbH (Germany)*

4. Datamatics Infotech Limited (UK)

5. Datamatics Global Services Pty Limited (Australia)

6. Datamatics Global Technologies Limited (Mauritius)

7. Datamatics Global Technologies AG (Switzerland)

8. Datamatics Global Services FZ-LLC (Dubai)

9. Datamatics Global Services Corp. (Philippines)

10. Datamatics Robotics Software Inc (US)

11. Lumina Datamatics Inc. (US)

12. Lumina Datamatics GmbH (Germany)

13. Lumina Datamatics Assessment and Analytics, LLC (US)

14. CIGNEX Datamatics Corporation (BVI)

15. CIGNEX Datamatics, Inc. (Michigan)

16. CIGNEX Datamatics GmbH (Germany)

17. CIGNEX Datamatics Re. Limited (Singapore)

18. CIGNEX Datamatics UK Limited (UK)

19. Duo Consulting Inc. (US)

* In the process of liquidation.

In accordance with Section 129 (3) of the Act, the statement containing salient features of the financial statements of the subsidiaries in Form AOC-1 is given in the financials section.

Pursuant to the provisions of Section 136 of the Act, the Financial Statements of the Company including Consolidated Financial Statements along with relevant documents and separate

Audited Financial Statements in respect of subsidiaries are available on the website of the Company.

Acquisitions:

Techjini Solutions Private Limited (now known as Datamatics Digital Limited)

In July 2017, Datamatics acquired 71.1% stake in Techjini Solutions Private Limited (hereinafter referred to as ‘Datamatics Digital Limited’), which is a boutique mobile and web application development Company which caters to Fortune 500 companies across business verticals such as media, engineering, manufacturing and start-ups.

Headquatered in Bangalore, Datamatics Digital Limited is a leading software services Company with a presence in US, and has a specialized focus on digital experiences, mobile based web application development and maintenance services. With 250 employees, Datamatics Digital Limited caters to over 35 companies across business verticals such as media, engineering, manufacturing and start-ups. Datamatics Digital Limited is one of the first 13 companies in the world to be certified under the Google Developer Agency Program.

The objective of this acquisition is to further strengthen Datamatics’ enterprise mobility offerings through its smart technology solutions.

RJ Globus Solutions, Inc

In April 2018, Datamatics through its Philippines subsidiary, acquired 75% stake in RJ Globus Solutions Inc., a voice-based BPO Company headquartered in Manila, Philippines. This acquisition will further strengthen Datamatics’ BPO offerings to meet the growing demands of customers and increase its market presence through an expanded global delivery centre.

RJ Globus Solutions, Inc. is a Business Process Outsourcing Company that offers best-in-class voice and non-voice as well as back office support to global organizations. The Company is currently investing in technology, tools and automation to lower the cost of ownership of its customers.

Share Capital

As on March 31, 2018, the paid-up share capital of the Company was Rs. 294.75 million divided into 58,949,337 equity shares of Rs. 5/- each fully paid up. During the year, there has been no change in the paid- up share capital of the Company.

The authorized share capital of the Company was Rs. 975.5 million as on March 31, 2018.

Board of Directors and Key Managerial Personnel

Retirement by Rotation

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Rahul L. Kanodia, retires by rotation at the ensuing Annual General Meeting (“AGM”) and being eligible offers himself for re-appointment.

Re-appointment of Mr. Sameer L. Kanodia as Whole Time Director of the Company

The Members of the Company had, at the 25^th Annual General Meeting held on September 24, 2013, appointed Mr. Sameer L. Kanodia as a Whole-Time Director for a period of five years, with effect from January 30, 2013. According to his terms, the tenure of Mr. Sameer L. Kanodia as a Whole-Time Director expired on January 29, 2018.

On the recommendation of Nomination & Remuneration Committee, the Board of Directors at its meeting held on May 29, 2018, subject to the approval of shareholders at ensuing AGM, re-appointed Mr. Sameer L. Kanodia as a Whole-Time Director for a further period of five years with effect from January 30, 2018.

A brief profile of Mr. Sameer L. Kanodia is provided in the Notice of AGM.

Cessation of Director

Mr. Sudhir C. Deshpande, Independent Director of the Company, demised on March 14, 2018.

The Board places on record its sincere appreciation for the invaluable contribution, advice and support rendered by Mr. Sudhir C. Deshpande during his tenure as Independent Director of the Company.

Declaration by Independent Directors

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149 (6) of the Act and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”).

Meetings of the Board

During the financial year, five meetings of the Board of Directors were held, the details of which are given in the Corporate Governance Report of the Company, which forms a part of this Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed under the Act.

Board and Committee Evaluation

The Companies Act, 2013 and SEBI Listing Regulations contains broad provisions on Board Evaluation i.e. evaluation of the performance of (i) the Board as a whole, (ii) individual Directors (including Independent Directors and Chairperson) and (iii) various Committees of the Board.

Pursuant to the said provisions, the Board has carried out an annual performance evaluation of the entire Board, its Committees and all the Directors based on the parameters specified in the Report of Corporate Governance.

A separate meeting of Independent Directors was held to discuss the performance of Non-Independent Directors, Board as a whole and Chairman after considering the views of Executive Directors and Non-Executive Directors.

Future Growth Strategy

The financial year 2017-18 witnessed steady growth in its digital business which is attributed to the Company’s strong focus on developing proprietary solutions having high inter-operability. These are aligned to our clients’ business goals and are intended to serve as growth engines across industry verticals - Banking, Financial Services, Insurance, Manufacturing, Retail, Publishing and Transportation to name a few.

Investment in new technologies and product development

For the next 3-5 years, Datamatics’ growth will be anchored on a two-pronged strategy of striking the right balance between traditional IT and BPM businesses as well as focus on creating innovative solutions through the incubation hub -DataLabs.

With the growing demand for customized solutions and enterprises embracing new technologies, Datamatics is focusing on employing ‘design thinking’ at its core while developing comprehensive and engaging solutions that integrate the back, middle and front offices. The synergies would be primarily directed towards helping clients create a work culture, where the onus is on understanding their end-customer requirements and helping shared services to keep pace with customer-facing teams. This paradigm shift is towards a holistic, end-customer-centric ecosystem that leverages technology to increase productivity, efficiency, and speed as well as optimize operational expenditures.

Strengthening business to drive sustainable growth

With a focus on expanding operations in existing and new geographies, Datamatics is actively focusing on leveraging the partnership model by associating with various OEMs, resellers, and integrators for faster and deeper penetration of Datamatics’ solutions - TruBI and TruBot in different markets. The Company aims to further enhance brand visibility and generate greater revenue through cross-sell and upsell of our comprehensive offerings to existing clients.

The need for metro rails and Automated Fare Collection is growing across emerging economies, and India is witnessing a strong demand for these rapid transit systems. Datamatics, as the only Company in India to have a highly evolved AFC, smart gates, and contactless gates service offerings, sees a huge opportunity in the smart city infrastructure development government schemes.

Datamatics will continue to invest in new technologies and product development in the area of Robotics, Artificial Intelligence, Mobility and Analytics that will help their clients stay competitive.

Quality

Quality has always been a guiding light for the Company and it helps us to remain focused on the goal of ensuring customer delight and to create a distinct edge over the competitors. The consistent high customer satisfaction ratings and effusive customer testimonials bear an eloquent testimony to this commitment for quality. Needless to say, quality at Datamatics has not only been a legacy but it has been strewn inseparably into its culture, custom and character.

The Company believes in the philosophy that quality encompasses and permeates every action and thought process. Quality at Datamatics goes beyond product and services, and forms an integral part of the Datamatics culture. The industry has always been kind in recognizing the Company’s performance, and this year too, Datamaticians and Datamatics featured prominently at various industry platforms by winning prestigious awards. Our clients have also consistently recognized us for not only maintaining the Quality of deliverables but also for surpassing their expectations.

The Company is the first and the only I.T Company to have won the “International Asia Pacific Award” for Quality in services sector. The Award was won against competition from hundreds of companies from 38 countries spread across the world, including the US, Japan, Australia, New Zealand, Russia, Canada, China, Israel, South Korea, Peru and Mexico. The Company also won the prestigious “IMC IT Award for Quality”. We have won the Global Quality Challenge award of one of the fortune 100 organizations for the ninth time. These award are the testament to our continued focus on quality. We maintain quality standards not as project requirements but as a way of our life at the organization.

Further significant initiatives of the Company towards quality are:

1) Certifications:

The Company’s quality management systems (QMS) that forms the backbone of all the processes and the way day-to-day operations are carried out is a very comprehensive and robust system that draws from a host of international standards and benchmarks. This includes ISO 9001:2015, SEI CMMI, ITIL, Agile, ISO 20000 and so on. The QMS has been successfully assessed and certified for ISO 9001:2015 and SEI CMMi Ver 1.3 high maturity level L4. During all the surveillance periodic assessment audits, there has been no major non-conformity observed. All the new centers that we added in the financial year have also been successfully assessed and certified to the above international standards.

As you are aware, with the growing complexity of the digital economy, the threat on the information security and data also increases in terms of complexity and impact. The Company is fully cognizant of this challenge and we constantly upgrade our information security management systems (ISMS). Our operations and ISMS have been successfully assessed and are compliant to ISO 27001:2013, SSAE 16 SOC 1 and SOC2 requirements and HIPAA requirements. We are in the final stages of implementing rigorous HiTRUST requirements and are confident of successful assessment and certification by May 2018. The Company is also in the final stages of renewing its PCI-DSS certification. These standards are extremely crucial for Financial, Insurance and Healthcare industries.

Our commitment to ensure a robust information security management system for our customers has been bolstered by these certifications. We have implemented SIEM solution as well which will further strengthen the Information security management. There is a conscious thrust on risk management as an organization strategy and the risks and mitigation plans are reviewed regularly at all pertinent levels.

A lot of thrust has also been put in enhancing the overall project management skills of our project managers. The Company is a Registered Education Provider (REP) with Project Management Institute (PMI) for imparting Project Management Professional (PMP) trainings. This financial year, 15 project managers were certified as PMP. In the next financial year, the focus on enhancing these skills will continue.

GDPR REGULATIONS

General Data Protection Regulation (GDPR) has become effective from May 25, 2018. GDPR is a regulation in European Union law on data protection and privacy for all individuals within the European Union (EU) and the European Economic Area (EEA). It also addresses the export of personal data outside the EU and EEA areas. The requirements laid down in the regulation are quite strict.

Your Company serves some customers from the EU region. To avoid the risk of non-compliance of the GDPR regulation, the Company has made the necessary amendments in the agreements with the concerned customers and suppliers to keep them in line with the GDPR requirements. We have taken all necessary steps, both at physical and process levels, to ensure compliance to the GDPR requirements and we are GDPR compliant.

2) Customer Satisfaction Tracking:

The Company, as part of its commitment to ensure superior customer satisfaction, conducts a half-yearly customer satisfaction survey. The wholly automated survey asks the customers their feedback on a range of parameters that measure their near and long term perception about the Company.

We feel proud to share with you that we continue a stellar performance on this count. The Company scored 5.14 on overall satisfaction rating on a scale of 1-6, 1 being the lowest and 6 being the highest. Another highlight of this survey has been that 82% of the respondents have rated us in the top 2 boxes of the rating i.e. extremely satisfied and delighted. The two broad strategic themes viz Delivery as per commitment and quality of solutions have also moved up and are at 5.18 and 5.05 respectively. The average net promoter score is 65%.

Apart from this, the more frequent and real time customer feedback capture mechanism that captures feedback through other formal and informal channels also reports an improving trend in the customer sentiment towards our processes and performance.

3) Continuous Improvement - Lean Six Sigma

The Company has a mature and well-entrenched continuous improvement program. This program is based on the principles of Lean, Six Sigma and Kaizen. The program focusses on making our processes more efficient, productive, accurate and cost effective. The program continues to deliver significant benefits to the organization with improvements in productivity, efficiency, accuracy and customer satisfaction. Overall 395 Lean Six Sigma projects were successfully completed since 2007.

The Company has about 25 Six Sigma Green Belt and 40 Six Sigma White Belt certified professionals along with 6 Six Sigma Black Belt and 1 Six Sigma Master Black Belt certified professionals. The Company spent over 3000 person hours of training around continuous improvement in the last financial year.

Robotics Process Automation

The Robotics Process Automation (“RPA”) Team under the PE cell has progressed well this year. Its revenues have more than doubled. We now have 100 RPA Consultants working for clients in USA, Europe, Middle East and in India and are poised for accelerated growth this year too. Our RPA product has been rechristened as “TruBOT”.

Several large Banks and Insurance Companies are our customer now. We also have customers in manufacturing, logistics and retail. We have completed over 700 projects in RPA. Our RPA implementation for ICICI Bank won the “Asian Banker Award” for the most innovative RPA implementation in a Bank at a function in Singapore.

Our employees have been invited as Key Speakers for several RPA events around the world. We are creating a partners ecosystem to accelerate our growth. We continue to invest in enhancing our product features.

We have been covered by some analysts in their reports on RPA, the most recent one being “Everest”.

Human Resources Management and Employee Relations

During the year, Human Resource Department (“HRD”) took many initiatives to increase organizational capability and productivity so as to be value driven and future-ready. The global headcount as on March 31, 2018 was 10,000 plus.

The Company has rich diversity in its employees with a common aim to excel. A culture of co-operation and solidarity is infused by celebrating National holidays and festivities such as Independence & Republic Day, Diwali, Dandiya & Christmas. Initiatives such as JOSH, where employees offer their innovative ideas to unleash their creativity, maintain a balance between work & life and create a deep sense of bonding among employees.

The HRD regularly conducts the following programs:

New Entrant Observation (“NEO”): A session is conducted with the new employees at regular intervals to understand how things are going with them and gain their feedback. In FY 17-18, the team conducted 240 NEO sessions Pan India and 796 employees attended these sessions.

Mid Probationary Review: HRD collects feedback from the Manager post NEO to evaluate the performance and progress of the new employee during the initial period of employment, and for appropriate action to be taken where performance or progress is unsatisfactory.

Client-Site Visit: HRD representative and account manager visit employees, who are working at the clients place, on a periodic basis. It helps the Company to interact with the client site employees, collaborate with them and also understand their grievances and suggestions. For the FY 17-18, 62 client visits have been done by the HR team.

“Climate Survey” and “Open House”: It renders the employee platform to voice their views and opinions for the possible areas of improvement which in turn enhance employee engagement and fosters direct organizational growth.

Saarathi: The Company has a ‘Buddy System’ which is known as ‘Saarathi’ in place to ensure smooth integration of new entrants into the organization, processes and systems. Saarathi is the point of contact, friend and guide for the new joinee during initial days within the organization.

Euphoria: A monthly meeting is conducted by the HRD, which offers the team an opportunity to interact with each other, come together and celebrate. It provides a platform on monthly basis for the seniors & HRD to provide updates, to have an element of fun together, reward & recognize employees, all with a munch & mingle session at the end. It works as a motivator to perform outstandingly.

Long Service Award: There are several employees who have helped the Company grow to this level. To appreciate the commitment, trust and loyalty displayed by the Employees, they are felicitated with Long Service Awards during the Annual Achievers Award Ceremony and infusing a sense of belongingness of being a core member of the Company.

Annual Achievers Award, Instant Recognition and Client Appreciation: To motivate high performing individuals and teams, who have exhibited exemplary commitment, having outstanding leadership qualities, made considerable impact on the business, we confer upon them various performance awards during the Annual Achievers Awards Ceremony and Euphoria.

iAppreciate: These cards are awarded by the Reporting Manager to appreciate their team members at right time for good work and efforts.

Lazy Friday in ITS: Focus is laid on Team Orientated Culture wherein, employees interact and perform tasks together to increase team cohesion. It is also instrumental in promoting cross functional teams as they share similar goals, purpose and targets.

Regional Location HR

South HR: The employee headcount for south locations (Bengaluru, Chennai & Puducherry) as on March 31, 2018 is 1618. Puducherry headcount has stabilized & Datamatics is one of the top 5 employers in the Union Territory.

Nasik HR: Datamatics at Nasik completed a decade of its operation and is a very important location within Datamatics Landscape. The Company has on-boarded 800 employees within 98% TAT and zero consultancy cost. In Nasik, initiatives like 6 sigma, automation and process improvement are regularly undertaken. Nasik BPO has touch typing improvement scheme which trains and motivates employees for better typing speed adding to productivity of employees. The campus recruitment drive has been conducted successfully in Nashik, branding Datamatics as an ‘Employer of Choice’ across colleges. Nashik as a location has matured with quality service and low attrition.

HR Operations

Automation:

Ask HR: Customized employee query tool “ASK HR” has been introduced to address all employee queries. Each category of query has a defined SLA and is tracked on a regular basis. This helps employees to get their queries resolved in a timely and effective manner. In FY 2017-18, there were 3348 queries registered on Ask HR; HR team has resolved 98% of queries.

E-Dialogue: It is an online Performance Management tool developed on the intranet portal - PULSE to automate the entire cycle from target setting to annual appraisal under one platform. This will help in structuring and creating a more efficient PMS process, by transitioning from a paper-based process to a robust online platform. In FY 2017-18, KRA setting were done on e-Dialogue.

Payroll Outsourcing:

Payroll has been outsourced to HGS International Services Private Limited effective from January 2018, to achieve process efficiency and cost reduction. HR outsourcing benefits the organization in managing and delivering ‘payroll and benefits’ services to the employees proficiently, mitigating the risks associated with process, technology, people, compliance and change management. It enables the HR team to focus more on business strategy and less on administrative activities.

Learning & Development (L&D)

The Learning & Development (L&D) team conducted the following programs during financial year 2017-18:

Blended Learning: Training via the WebEx Training tool: The L&D team has expanded their horizon for training execution through WebEx for employees across the organization. With the help of this tool, the team is able to address a larger global audience effectively, which allows participants to log-in from different locations. These training sessions are recorded and are later used as pre-recorded trainings via webex. These recorded sessions are shared with employees who have missed the live training session. This has imbibed a continuous learning attitude amongst employees. In the last one year, 100 plus trainings have been organized and executed.

Eagle @ Datamatics: The Eagles program was launched with the objective of bringing the best from each department and creating cross functional teams which are mentored to achieve the goals defined by the leadership team. The program has been giving excellent results and helped the Company get next generation leaders in-house. The Eagles program has enabled the organization to generate passion and zeal amongst team members. The team members explored and enhanced their creativity, resourcefulness, bonding, accountability, influencing skills and belief in themselves.

Project Management Preparatory Course (PMP):

Datamatics is a Registered Education Provider (REP) for PMP training, and has been conducting PMP batches for employees through a 5-day training module. The training is imparted by an in-house experienced trainer who is also a certified PMP professional. As of date, the Company has over 55 plus certified PMP professionals who have been trained internally and certified. In the FY 2017-18, 15 employees got certified in PMP.

Synergy - The Team Building Workshop: Synergy Workshop is a complete experiential learning based workshop which is customized to address issues faced by teams. The program helps team members to synergize and aids in creating a good working environment. This workshop aims at resolving conflicts within teams and engaging employees to bond both at a professional as well as personal level. These programs are executed in-house and have managed to generate immense curiosity and excitement among the employees and clients who often participate remotely.

Training Automation: In this current age of Automation, L&D @ Datamatics too has automated most of its core functions. L&D processes such as Training Requisitions, Training Effectiveness and Training Need Analysis are all live and available to all the stakeholders on the Intranet. Automation has enabled L&D in ensuring prompt and effective execution of training programs and accuracy in Reports and MIS.

L&D has clocked 2,64,738 Person-hours in the year 2017-18 with an average feedback of 4.0 out of 5.

Talent Management

The Talent Management team conducted the following initiatives:

Role based competencies & Focus Group Discussion: A year-long activity comprising of detailed discussion with Business heads, Functional managers and role incumbents was conducted to identify unique roles across the organization along with the key behaviors that differentiate the exemplary performers from the rest. A set of behavioral and functional competencies have been identified for each role (along with the desired proficiency level) that an individual must portray to succeed in the said role, followed by creation of standardized job descriptions for all roles in Datamatics. These set of functional and behavioral competencies thus identified will be integrated with our people processes namely recruitment, performance management and Learning & Development to enhance our alignment with organizational goals and business requirements.

Competency Based Performance Management:

While KRA setting ensures all employees are clear about what their goals would be, at the same time it is important to identify the right set of competencies required to successfully achieve these goals. Integration of the competencies identified through the role analysis discussion with e-Dialogue is one exercise which is in process for this financial year.

Competency Based Assessments and Interviewing:

Hiring the right talent for the right job is crucial in the recruitment process. To ensure that candidates with the right skills, knowledge and attributes are hired, online assessments (Technical/Cognitive/Psychometric) and competency based interviewing was introduced which enables the team to gauge the potential and behaviors of the candidate thereby hiring the talent that would be culturally fit for the organization.

Talent review - 9 box grid (Talent Calibration): It is defined process to enable managers evaluate and gauge the performance, potential and readiness of their respective talent pool using the 9 box grid format. This involves working collaboratively with the leaders to arrange every employee above specific grades, into one of the nine boxes on three levels of performance and potential. This will form the basis for succession planning, Hi-Performer/Hi-Potential identification and leadership development.

Succession Planning: This is a designed process to build the Company’s preparedness to replace employee in key critical positions with a structured approach. Identifying people who are ready to take up higher responsibilities at the appropriate time, under the appropriate circumstances with seamless transition.

Career Dialogue: Career Dialogues is simply a one-on-one discussion, aimed to gain a better understanding of team’s aspirations/career goals and development areas. This conversation will set the stage for the team to clarify goals and set plans. This will not only help us track their career better, but will also help us understand the development opportunities that we can offer as a department to enrich their career.

Talent Profile: Talent Profile is an online platform within the intranet portal - PULSE that enables employees to create and maintain their up-to-date profile with their professional details at one place. The portal was launched with an aim to have a complete picture of the workforce at click of a button. This also enables the managers to have their team’s details handy through this online portal, thereby enabling them to know their employees better and make informed decisions accordingly.

Graduate Executive Program - Building Talent Pipeline for Sales: A strategic fast track development program was conceptualized along with sales team and launched with a focus to build the talent pipeline for next generation sales professionals. A multilayer program where 20 fresh graduates were hired and groomed with a series of structured learning and on-the-job development opportunities spread across 12 months. The end goal of the program is to enhance the overall capability of the sales team to generate more demand for Datamatics’s range of products and services, thereby leading to increased business impact and revenue growth.

Aspire - Online Portal for Internal Job Postings (“IJP”): An online portal for Internal Job Postings was launched with an aim to turn the talent search engine inside the organization. It provides employees the opportunity to apply for open positions across the organization, to enhance their career growth and development. A structured IJP program acts as one of the key success drivers in providing mobility to employees across roles/ functions / locations, thus addressing business challenges, as well as providing job enrichment to employees based on their career aspirations.

Talent Acquisition

The Talent Acquisition Team ensures on-time boarding of employees at the right cost & quality across diverse functions, skills and geographies. The team has been using innovative methods of hiring with extensive focus towards mapping, networking & social media for niche & leadership hiring. The best industry practices are meticulously followed towards sourcing, assessments, candidate engagement, background verifications, compliance & organization branding.

The Team has continuously emphasised on cost-savings by reducing vendor utilisation as well as contributed revenue under its PS-HR function.

Automation: Hirecraft was implemented last year to digitize the entire recruitment workflow. Today, Hirecraft has helped build a robust and strong candidate repository, improved data accuracy and has been a key source for recruitment metrics.

Skill Identification: The Talent Acquisition team undertook the ‘Skill Identification’ project to map and classify all internal resources under practice & skills. This has hugely benefited in identifying resources to be internally moved and deployed, leading towards process improvement.

Disclosure under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013

The Company has always provided a safe and harassment free workplace for every individual working in its premises through various policies and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment. The Company is actively involved in ensuring that the associates are aware of the provisions of the POSH Act and rights thereunder.

The Company has adopted Anti-Sexual Harassment Policy in place which is in line with requirements of the Sexual Harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013 and is fully committed to uphold and maintain the dignity of every women executive working in the Company. The Company’s Policy provides for protection against sexual harassment at workplace and for prevention and redressal of such complaints.

Number of complaints pending as on the beginning of the financial year: 0

Number of complaints filed during the financial year: 4 Number of complaints pending as on the end of the financial year: 0

Awards & Achievements

During the year, in recognition of its performance and initiatives, the Company (including Subsidiaries & Group Companies) and its employees received several awards, some of which are:

1. April, 2017 - MVR, powered by Lumina Datamatics was featured in the Top 50 Most Innovative Technology Start-ups 2017 in Hype Foundation’s US Sports Innovation Pitch competition.

2. May, 2017 - Datamatics was acknowledged as the Preferred Partner by ICICI Group for its outstanding accomplishments and exemplary performance over the years.

3. May, 2017 - Datamatics and The United Nations Population Fund (UNFPA) received the Webby Award 2017 in the Best Use of Photography category from 13,000 entries across 70 countries and over 3.5 million

4. July, 2017 - CIGNEX Datamatics was acknowledged with the Best Employer Brand and Dream Employer of the Year awards.

5. November, 2017 - Datamatics was acknowledged by Qimpro, the premier quality management consultancy in India, with the QualTech Prize 2017 for continuous Improvement & Innovation.

6. November, 2017 - Datamatics’ Fraud Analytics Solution was featured in the top three case studies at the NASSCOM Analytics Challenge 2017.

7. January, 2018 - Datamatics was acknowledged with the CIO CHOICE 2018 Honor & Recognition title in three categories - Artificial Intelligence (AI), Business Intelligence (BI), and Document Management Systems (DMS).

8. January, 2018 - Datamatics Digital Ltd. (erstwhile TechJini) was recognized as a Google-Certified Developers Agency for the third consecutive year.

9. January, 2018 - Cignex Datamatics received the Best Employee Reward & Recognition Strategy award for creating a strong culture of appreciation at the World HRD Congress 2018.

10. January, 2018 - Cignex Datamatics received the Best Employer of the Year Award, endorsed by World Federation of Marketing as part of the World HRD Congress 2018.

11. February, 2018 - Datamatics received an award in the Services Category for its exemplary work in Consulting, Information Technology, Data Management and Business Process Management at the 7^th Global Economic Summit organized by the World Trade Centre, Mumbai.

12. February 2018 - CIGNEX Datamatics was certified as a Great Work Place by the Great Place to Work Institute for the second consecutive year.

13. February, 2018 - Datamatics was acknowledged with Top Honours at the World HRD Congress 2018 as the ‘Best HR Organization to Work’ as well as in the ‘Best Talent Management Strategy’ category.

14. February, 2018 - Lumina Datamatics received the Best Employer Branding Award at the Employer Branding Awards 2018.

Events

Customer Engagement Initiatives

- Customer Engagement Initiative at Datamatics (Jan’18)

Datamatics hosted a celebratory evening for its customers in Mumbai with the objective of engaging with them and sharing interesting business updates. The event witnessed the presence of senior leaders across BFSI, Manufacturing, Logistics and Media & Entertainment. The programme also included a stand-up act by Cyrus Broacha.

- 1^st ‘Digital Conclave with CFOs’, Mumbai (October’17)

Datamatics hosted its first ‘Digital Conclave with CFOs’ in Mumbai that witnessed the presence of leading CFOs across the BFSI, media and telecom sectors. It was an interactive discussion and debate platform for CFOs across India. The forum was focused on the rapidly changing role of finance from being a support function to driving strategy and new business models.

Datamatics Partnered Events

- Partnered the SSOWeek 2018 (March’18)

Datamatics partnered the 22^nd North American Shared Services and Outsourcing Week (SSOW), to showcase its proprietary solution for Robotic Process Automation called TruBot, a multi-skilled bot programmed to enhance productivity.

- Technology Partner to FICCI’s 19^th Annual Insurance Summit, 2018 (Jan’18)

Datamatics was the Technology Partner to FINCON2018, FICCI’s Annual Insurance Summit that was held in Mumbai. Rahul Kanodia, Vice Chairman & CEO was a panelist for the session on “Digitization of Core Operations” where he spoke about the paradigm shift in the insurance sector and emphasised the need to go digital in order to increase productivity and enhance efficiency, leading to a better customer experience.

- Partner to the Software Testing Conference 2017 (Dec’17)

Datamatics participated in the 17^th Annual International Software Testing Conference 2017, one of the leading testing conferences in India. As a partner to the event, Datamatics showcased its Robotic Test Automation solution to IT professionals and business leaders.

Particulars of Employees

Disclosures with respect to the remuneration of Directors and employees as required under Section 1 97 of the Act read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as “Annexure - A” to this Report.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars drawing remuneration in excess of the limits set out in the said Rules forms part of the report. However, having regard to the provisions of the first proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the Members of the Company. The said information is available for inspection at the Registered Office of the Company during the working hours. Any member interested in obtaining such information may write to the Company Secretary, at the Registered Office and the same will be furnished on request.

Datamatics’ Insider Trading Policy for Regulation of Trading by Insiders

Datamatics has formulated an Insider Trading Policy for Directors and employees to comply with SEBI (Prohibition of Insider Trading) Regulations, 2015. This policy is framed adopting the standards set out in the Regulations to regulate, monitor, and report trading by its employees to achieve compliance with the said Regulations

The Insider Trading Policy for Regulation of Trading by Insiders is available on our website (http://www.datamatics.com/sites/ default/files/insider-trading-policy.pdfl

Directors’ Responsibility Statement

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their knowledge confirms that:

(i) in the preparation of the annual accounts for the year ended March 31, 2018, the applicable accounting standards read with requirements set out under

Schedule III to the Act, have been followed and there are no material departures from the same;

(ii) they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year ended on that date;

(iii) they have 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;

(iv) they have prepared the annual accounts on a ‘going concern’ basis;

(v) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

(vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Secretarial Standards

The Company has complied with secretarial standards issued by the Institute of Company Secretaries of India on Board Meetings and Annual General Meetings.

Auditors

Statutory Auditors

M/s. M. L. Bhuwania and Co. LLP, Chartered Accountants (Firm Registration No. 101484W/W100197) were appointed as the Statutory Auditors of the Company to hold office from the conclusion of 29^th Annual General Meeting till the conclusion of 34^th Annual General Meeting, subject to ratification by Shareholders at each AGM.

In accordance with the Companies Amendment Act, 2017, enforced on May 07, 2018 by the Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified at every Annual General Meeting.

Secretarial Auditor

The Company had appointed Mr. Tushar Shridharani, Practicing Company Secretary, to conduct the secretarial audit for the financial year 2017-18. The Secretarial Audit Report for the financial year ended March 31, 2018 is annexed as “Annexure - B” to this Report.

Information on Auditors’ Observations

1) Statutory Auditors:

The report of the Statutory Auditors on Standalone and Consolidated Financial Statements forms part of this Annual Report. There are no qualifications, reservations or adverse remarks made by the Statutory Auditors in their report.

2) Secretarial Auditor:

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Corporate Governance

Pursuant to the SEBI Listing Regulations, Report on Corporate Governance for the year under review, is presented in a separate section. A certificate from M/s. M. L. Bhuwania & Co. LLP, confirming compliance of conditions of Corporate Governance, as stipulated under the SEBI Listing Regulations, is annexed to this report.

Management Discussion and Analysis

The Management Discussion and Analysis Report for the year under review, as stipulated under SEBI Listing Regulations, is annexed to this report.

Composition of the Committees of the Board

There are currently four Committees of the Board, as under:

- Audit Committee;

- Corporate Social Responsibility Committee;

- Nomination and Remuneration Committee;

- Stakeholders’ Relationship Committee.

Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the “Report on Corporate Governance”, a part of this Annual Report.

Particulars of Loans, Guarantees and Investments

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013, are provided in the Notes to Financial Statements, which forms part of this Annual Report.

Contracts and Arrangements with Related Parties

All contracts, arrangements and transactions entered by the Company with related parties during FY 2017-18 were in the ordinary course of business and on an arm’s length basis. During the year, the Company did not enter into any transaction, contract or arrangement with related parties that could be considered material in accordance with the Company’s policy on related party transactions.

Accordingly, the disclosure of related party transactions in Form AOC-2 is not applicable. However detailed disclosure on related party transactions as per IND AS-24 containing name of the related party and details of the transactions have been provided under financial statements.

The Company has formulated a Policy on Related Party Transactions which is also available on Company’s website at http://www.datamatics.com/investors/corporate-governance. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.

Policies

The SEBI Listing Regulation mandated the formulation of certain policies for all Listed Companies. In compliance with the above requirement, all our policies are available on our website (http://www.datamatics.com/investors/corporate-governance). The policies are reviewed periodically by the Board and updated based on need and new compliance requirement.

In addition to its Code of Conduct, key policies that have been adopted by the Company are as follows:

Name of the Policy	Brief Description	Web Link
Whistleblower/Vigil Mechanism	The Company has formulated and adopted a Whistleblower Policy/Vigil Mechanism for its Directors and Employees to report concerns about unethical behavior, actual or suspected fraud or violation of Company’s Code of Conduct and ethics.	http://www.datamatics.com/sites/default/files/WhistleblowerPolicy.pdf
Corporate Social Responsibility (CSR) Policy	The Policy outlines the Company’s strategy for bringing about a transformation in the quality of life of people through social upliftment programs. The CSR vision of our Company is “Employability & Environment”.	http://www.datamatics.com/sites/default/files/CSR-Policy-DGSL-Final.pdf
Policy on Material Subsidiaries	The Policy is framed to determine Material subsidiaries of the Company and to provide governance framework for such subsidiaries of the Company.	http://www.datamatics.com/sites/default/files/Policy-on-Material-Subsidiaries.pdf
Related Party Transaction Policy	Related Party Transactions Policy is framed to ensure the proper approval and reporting of transactions between the Company and its related parties.	http://www.datamatics.com/sites/default/files/Related-Party-Transaction-Policy.pdf
Insider Trading Policy	The Policy provides the framework in dealing with the securities of the Company.	http://www.datamatics.com/sites/default/files/insider-tradina.Ddf
Policy for determination of Materiality of Events	The Policy is framed to provide an overall governance framework for determination of materiality of events / information and to ensure timely and adequate disclosures of material events / information fully, fairly, correctly and transparently to the concerned authorities.	http://www.datamatics.com/sites/default/files/Policy-on-determination-of-Materiality-of-Events.pdf
Document Retention and Archival Policy	The Policy is framed to outline the guidelines for retention and archival for corporate records / documents of the Company.	http://www.datamatics.com/sites/ default/files/Document-Retention-and-Archival-Policy. pdf

Internal Financial Controls

The Board has adopted policies and procedures for ensuring orderly and efficient conduct of its business, including adherence to the Company’s policies, safeguarding its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures.

The Audit Committee is responsible for implementing and maintaining the internal control and periodically reviews the adequacy and effectiveness of the Company’s internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Company’s risk management policies and systems.

The Company has adopted accounting policies which are in accordance with Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 read with Section 133 of Companies Act, 2013, (the ‘Act’) and other relevant provisions of the Act.

Risk Management Policy

Risk Management is embedded in Datamatics operating framework. The Company has a duly approved Risk Management Policy, which lays down broad guidelines for the appropriate authority to identify, assess, categorise and prioritise risks in a timely manner and formulate plans for mitigation of such risks.

The Internal Audit function is responsible for assisting the Management on an independent basis with a full status of the risk assessments and management. Operationally, management process to identify key risks across the organization and prioritise relevant action plans to mitigate these risks.

Corporate Social Responsibility (“CSR”)

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company during the financial year 2017-18 are annexed as “Annexure - C” to this Report in the format prescribed in the Companies (Corporate Social Responsibility Policy), Rules, 2014.

Composite Scheme of Arrangement

The Board of Directors have, at their meeting held on April 27, 2018, subject to obtaining the requisite approvals/consents, approved the Composite Scheme of Arrangement under Section 232 read with Section 230 and other applicable provisions of the Companies Act, 2013 and the rules made thereunder between Delta Infosolutions Private Limited, Datamatics Infotech Services Private Limited, Datamatics Global Services Limited and their respective shareholders

The Company has submitted the Composite scheme of Arrangement with BSE Limited and National Stock Exchange of India Limited for seeking their observations/no observation letter under Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Significant/Material orders passed by the Regulators

There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its operations in future.

Extract of Annual Return

Pursuant to Section 92 (3) of the Act and Rule 12 (1) of The Companies (Management and Administration) Rules, 2014, the extract of Annual Return in Form MGT - 9 is annexed as “Annexure - D”.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Details relating to conversation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, are mentioned hereunder:

A. Conservation Of Energy:

i) Our Company being in IT & ITeS industry, our operations are not energy intensive. Adequate measures have been taken to conserve energy.

ii) The Company has not taken any steps for utilising alternate sources of energy.

iii) There were no additional capital investment on energy consumption equipments and proposals if any, being implemented for reduction of consumption of energy as the nature of the Company’s operations entails a very low level of energy consumption.

B. Technology Absorption:

i) Every effort is made by the Company to update the technological skills of its technical staff in order to ensure that they possess adequate skills to enable them to service the Company’s clients.

ii) The Company has not imported any technology during the year under review.

iii) The Company is predominantly a service provider and therefore has not set up a formal R&D unit. However, it continues to develop software tools and products in its existing delivery setup.

C. Foreign Exchange Earnings and Outgo:

Foreign Exchange Earned in terms of Actual Inflows : 2,216.17 million.

Foreign Exchange Outgo in terms of Actual Outflows : 232.93 million.

Acknowledgements

Your Directors’ place on record their deep appreciation to employees, customers, shareholders, vendors, bankers, financial institutions, Governments authorities and other stakeholders at all levels for their hard work, dedication and commitment. Our consistent growth was made possible by their hard work, solidarity, cooperation and support.

For and on behalf of the Board

Dr. Lalit S. Kanodia

Place : Mumbai Chairman

Date : May 29, 2018 DIN: 00008050

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Mar 31, 2015

Dear Members,

On behalf of the Board of Directors, I am happy to present the 27th Directors' Report of your Company with the Balance Sheet and Profit & Loss Account for the year ended March 31,2015.

FINANCIAL PERFORMANCE

Your Company's financial performance for the year ended March 31, 2015 as compared to the previous financial year ended March 31,2014 is summarized below:

Particulars (Rs in Million) Consolidated 2014-15 2013-2014

Income 8,347 7,411

Profit Before Interest, Depreciation & Tax 918 976

Interest 68 40

Profit Before Depreciation and Tax 850 936

Depreciation 210 161

Profit Before Tax 640 775

Provision for Taxation 155 194

Profit After Tax 485 581

Balance Brought Forward from Previous Year 901 586

Profit Available for Appropriation 1,332 1,073

Depreciation pursuant to the Transitional Provisions as per Companies Act, 2013 25 -

Dividend 77 116

Tax on Dividend 15 20

Transfer to General Reserve 30 47

Balance Carried Forward 1,185 890

(Rs in Million) Standalone 2014-2015 2013-2014

Income 1,965 2,224

Profit Before Interest, Depreciation & Tax 426 566 Interest 51 16

Profit Before Depreciation and Tax 375 550

Depreciation 84 65 Profit Before Tax 291 485

Provission for Taxation 38 70

Profit Tax 253 415

Balance Brought Forward from Previous Year 1,242 948 Profit Available for Appropriation 1,495 1,362

Depreciation pursuant to the Transitional 18 - Provisions as per Companies Act, 2013

Dividend 59 74

Tax on Dividend 8 5

Transfer to General Reserve 25 41

Balance Carried Forward 1,385 1,242

OVERVIEW OF COMPANY'S FINANCIAL PERFORMANCE

Your Company is a global IT and ITeS organization focused on delivering proactive and smart, next-generation business solutions helping enterprises across the world address their business challenges. Datamatics has become the 2nd fastest growing IT & BPO Company listed on the BSE Limited and National Stock Exchange of India Limited.

On a Consolidated basis, your Company achieved a total revenue of Rs. 8,347 million as compared to Rs. 7,411 million in the previous year at a growth rate of 12.62%. The profit after tax for the current year was Rs. 485 million as against Rs. 581 million in the previous year.

The total revenue on a standalone basis is Rs. 1,965 million as compared to Rs. 2,224 million in the previous year. The profit after tax for the current year was Rs. 253 million as against Rs. 415 million in the previous year. This was partly due to your Company hiving off its publishing BPO business into a subsidiary which was subsequently merged into PreMedia Global Private Limited, Chennai to form Lumina Datamatics Limited.

CRISIL RATINGS

Credit Rating Information Services of India Limited (CRISIL),

a subsidiary of S&P, has reaffirmed "A1 " credit rating for 3rd year in succession on the total bank loan facilities of the Company. This rating signifies that your Company has a strong degree of safety regarding timely payment of financial obligations. This rating reaffirms the financial stability and the low risk profile of the Company.

DIVIDEND

During the year, your Board of Directors had declared and paid an interim dividend of Rs. 0.35 per equity share (7%).

In addition to the interim dividend and based on the Company's performance, your Directors are pleased to recommend for approval of members, a final dividend of Rs. 0.65 per equity share (13%) for Financial Year 2014-15. The total dividend for the Financial Year 2014-15 amounts to Rs. 1 per equity share (20%) of face value of Rs. 5 each.

TRANSFER TO RESERVES

The Company has transferred Rs. 30 million to the General Reserve from the amounts available for appropriation. An amount of Rs. 1,185 million is proposed to be retained in the Profit and Loss Account.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

In terms of Section 125 of the Companies Act, 2013, any unclaimed or unpaid Dividend relating to the financial year 2007-08 is due for transfer on October 28, 2015 to the Investor Education and Protection Fund established by the Central Government.

ACCEPTANCE OF FIXED DEPOSITS

The Company has not accepted any fixed deposits during the year.

SUBSIDIARY COMPANIES

The Company has the following Indian subsidiaries (including the step down subsidiaries) as on March 31,2015:

1. Datamatics Software Services Limited

2. Cybercom Datamatics Information Solutions Limited

3. Lumina Datamatics Limited

4. CIGNEX Datamatics Technologies Limited

5. Datamatics Vista Info Systems Limited

The Company has the following overseas subsidiaries (including the step down subsidiaries) as on March 31,2015:

1. Datamatics Global Services, Inc. (US)

2. Datamatics Global Services GmbH (Germany)

3. Datamatics Global Technologies GmbH (Germany) *

4. Datamatics Global Solutions GmbH (Germany)

5. Datamatics Global Services GmbH d.o.o. in Bosnia (Switzerland)

6. Datamatics Technologies UK Limited (UK)

7. Datamatics Infotech Limited (UK)

8. Datamatics Global Services Pty Limited (Australia)

9. Datamatics Global Technologies Limited (Mauritius)

10. Datamatics Global Holding Corporation (BVI) @

11. Datamatics Global Technologies AG (Switzerland) #

12. Datamatics Global Services FZ-LLC (Dubai)

13. Lumina Datamatics Inc. (US)

14. Lumina Datamatics GmbH (Germany)

15. CIGNEX Datamatics Corporation (BVI)

16. CIGNEX Datamatics, Inc. (US)

17. CIGNEX Datamatics, Inc. (Michigan) $

18. CIGNEX Datamatics GmbH (Germany) $$

19. CIGNEX Datamatics Pte. Limited (Singapore)

* In the process of winding-up.

@ Dissolved and struck off from the Register of Companies, BVI w.e.f. March 23, 2015.

# In the process of liquidation.

$ Incorporated in the Michigan during the year.

$$ Incorporated in Germany during the year.

During the year, the Board of Directors reviewed the performance and financial position of the subsidiaries. Pursuant to the provisions of Section 136 of the Companies Act, 2013 the financial statements of the Company including consolidated financial statements along with the relevant documents and separate audited financial statements in respect of subsidiaries are available on the website of the Company. A statement containing salient features of the financial statements of the Company's subsidiaries in "Form AOC-1" is annexed to the financial statements of the Company.

DATAMATICS' DELIVERY CENTRES IN TIER II CITIES

Tier II cities are the most favored destination of highly cost- sensitive BPO service providers. As a business strategy, major BPO players have been moving to and expanding their operations in Tier II cities. Datamatics was early to realize this business imperativeness and set up its first Tier II delivery centre at Nashik during July 2007 followed by the Puducherry site in October 2011. These initiatives have helped the Company leverage on the vast untapped talent pool at these locations as compared with Tier I cities while simultaneously keeping the attrition within manageable limits.

Puducherry

After its successful foray into the publishing business at Puducherry, the site is now home for one more BPO service line viz. Document Management Solutions. From a value creation perspective, the site is a cost-effective location. Our headcount at the Centre is more than 448 staff members.

Nashik

After successfully executing all our BPO service lines, the site is currently gearing up to tap the IT talent potential of Nashik. Datamatics is among the top 10 Employers at Nashik. The Company has been set up to employ locals in IT & BPO sector. The 55,000 sq. ft. state-of-the-art-facility is the single largest

facility which accommodates 1,232 employees. The guest house is located in close proximity to the office.

The Company owns approximately 12 acres of land situated on the Bombay-Agra Highway (NH-3), about 10 kms away from our existing office. The Company intends to build a campus in the future.

In addition to its primary role as the Delivery Centre of Excellence, both these sites are also functioning as Business Continuity Centre to support all other delivery units of the Company. The success of business operations at the above two Tier II sites enables the Company to stay ahead of competition and provides impetus to the Company's focus on such strategic initiatives.

FUTURE GROWTH STRATEGY

The Company made significant progress in the last fiscal year in key accounts, owing to efficient execution of projects. In the current fiscal year, we plan to continue to maintain focus on select verticals which include BFSI, eRetail, International Organizations, Manufacturing, Publishing and Transport. We will continue to offer IT & BPO offerings and also the new age disruptive technologies which include SMAC and BPM offerings, to deliver next generation solutions to our global customers, using Open Source platforms as well as proprietary technologies.

To capitalize on the new growth opportunity that is being created by the disruptive digital trend, we are focusing on select few areas and have made disciplined investments in these growth areas, which include:

Consulting & Advisory Practice

This year we have institutionalized our Consulting & Advisory practice. The focus of this practice is twofold. First, to help clients establish their Technology, Business Process Management (BPM), and Digital Transformation Strategy, which covers areas like Mobility, Analytics, Cloud, and Enterprise Content Management. The second is to facilitate Datamatics in moving up the value chain and provide higher value added services and function as a strategic partner to the clients.

Digital Transformation

Our strategic focus during the last 18 months to invest in the upcoming technological advancements have positioned us well to capture the new growth opportunities in the Digital Transformation space. Today, Datamatics team is well placed to help its clients to transform into a truly digital, data-driven enterprise and empower them to take advantage of the digital revolution to innovate, differentiate and grow. Datamatics team can help its clients to formulate their Digital Strategy; define their mobile strategy; create solutions for their customers and their employees that provide access to applications from anywhere on any device.

Data-to-Intelligence

Underlying every business insight is data and this data is growing exponentially. This is forcing enterprises to integrate new technologies and find new ways to use data and insights as a competitive advantage. Datamatics team has the expertise and experience to walk its clients through their Data-to- Intelligence journey; from Data Capture & Collation to Data Management, Data Cleansing & Migration to Analytics and extracting Intelligence from Enterprise Data, including analysing of unstructured data. And this would differentiate us from other IT service providers.

QUALITY

It would not be an exaggeration to claim that Quality is a way of life in our Company. Our Company believes in the very philosophy that quality encompasses and permeates every action and thought process. This year our strategic theme has been Delivery as per Commitment and Quality of Solutions. In this wake, several initiatives have been rolled out to transform the way we look at our customer and execute our projects. Winning accolades and awards for the quality of our deliverables has almost become a habit. We have been continuously winning best quality and service awards at events organized by our various prestigious Fortune 500 customers. This year too we won several such awards.

Your Company is the first and the only I.T. Company to have won the "International Asia Pacific Award" for Quality in Services sector. The Award was won against competition from hundreds of companies from 38 countries spread across the world, including the US, Japan, Australia, New Zealand, Russia, Canada, China, Israel, South Korea, Peru and Mexico. Your Company also won the prestigious "IMC IT Award for Quality" in January, 2014. Further significant initiatives of your Company towards quality are:

1) Lean Six Sigma Initiative

Leveraging the proven, effective and recognized Lean Six Sigma continues to be one of the key strategies to bring in exponential improvements in efficiencies, productivity and customer delight. This initiative continues to deliver significant benefits to the Company with improvements in Productivity, Efficiency, Quality and Customer Satisfaction. Over 320 Lean Six Sigma Projects and 1600 Kaizen Projects have been completed since the launch of this initiative in 2007. For the past consecutive four years, our improvement projects have been ranked within the top 5 projects out of around 80 projects from multiple industries and organizations in QIMPRO Conventions.

In the last financial year, an overall benefit that includes tangible and intangible benefits, of Rs. 15 million with an ROI of more than 200% was achieved through these performance improvement methodologies.

The Company has about 18 Six Sigma Green Belt and 25 Six Sigma White Belt certified professionals along with 3 Six Sigma Black Belt and 1 Six Sigma Master Black Belt certified professionals. The Company spent over 4500 person hours of training around continuous improvement in the last financial year.

2) Certifications

Your Company, keeping true to its commitment of designing and implementing its Quality Management Systems as per the global standards and benchmarks has been assessed and certified on standards such as ISO 9001:2008, SEI - CMMI Version 1.3, and ITIL. New centers that we added last year have also been assessed and certified for compliance to these standards. This year we are also in the process of upgrading the SEI-CMMi certification to level 5.

As you are aware, the thrust and demands on information security is increasingly becoming stricter. In line with the demands as well as our own analysis of the information security landscape, we continue to lay great emphasis on the Information Security Management Systems (ISMS). Last year, we not only retained the ISO 27001:2005 certification for our ISMS, but also brought all our centers under the purview of the information security management. We have further strengthened our ISMS by incorporating the guidelines of and getting assessed and certified for international standards such as SSAE 16 and HIPAA.

3) Customer Satisfaction Tracking

Last year, we conducted a comprehensive branding survey among our customers as to assess their priorities and their perceptions about the Company against these priorities. We are happy to share with you that there is no jarring incongruence between the two. However, as an organizational improvement initiative, we have identified, as shared earlier, delivery as per commitment and quality of solutions.

The Customer Satisfaction and Loyalty index measuring process continues to provide invaluable insights into our customer's expectations and our performance vis-a-vis these expectations. This is done once every six months and captures customer's feedback on a wide range of parameters that encompass each aspect of service excellence. We feel proud to share with you that overall our Customer Satisfaction Index has been 4.73 on a scale of 1-6 (1 being the lowest and 6 being the highest) with a significant number of customers rating us a perfect 6/6 on all the parameters. Over 25 key customers have rated perfect 6/6 on the organization improvement theme of Delivery as per commitment and quality of solutions. In addition to this formal mechanism, we also have systems that capture customer feedback received through other formal and informal channels. The results of these also show an improving trend.

4) Metrics and Process Compliance Index

We use a Delivery Index to measure and compare the performance for each Line of Business (LOB). It incorporates the three key indicators of performance of any project viz Quality, Effort and Schedule adherence and a stop light (red-amber-green) dashboard is used to display the performance.

In addition, regular process compliance checkups and speedy follow-ups on the corrective and preventive actions have helped us significantly to keep non-compliances in check and thereby reduce rework and defects at the source. Process Compliance Index (PCI) measures and compares the compliance levels for the different LOBs. The PCI are well above the defined targets.

The defined quality gates ensure that we are adhering to process requirements and deliverables at each of the critical stages of the project. A regular review of this with Senior Management ensures that the processes are on track.

In order to create processes at par with global best practices, we have also tied up with a number of global forums such as ISBSG, CSI and PMI to understand and benchmark ourselves against key metrics.

We have also introduced advanced statistical tools and analysis and simulation techniques to improve our ability to predict the performance of the projects and thereby take proactive steps and measures to improve the performance.

PROCESS ENGINEERING (PE) CELL

The PE cell of our Company is given the mandate of process improvement and development of innovative IP solutions. These solutions are used for its BPO service offerings as well as for providing the same to our clients to use it in their own offices.

The PE Cell had a good year since some of the solutions based in i-Q and i-Bridge (earlier Robokey) got a very favorable response from BFSI sector. The solutions devised for trade finance operations and tab based KYC compliance for Banks were adopted by a leading private sector Bank of India. With their reference many other banks are following suite.

PE Cell also developed an intelligent auto-classification solution for its large e-retail clients and this software called ClassyFire is getting a very good response for all our clients.

These solutions are enabling our clients to make their process paperless and carry out their transactions swiftly, improve accuracy and lower these efforts. Some of our clients won recognition and awards for these solutions including the Information Week Edge Award by two of our clients.

We are creating an R&D team at our Nashik office to accelerate this product development further, derive additional benefits and provide more business for the Company.

INTELLECTUAL PROPERTY RIGHTS

Your Company is leading towards innovation in tools, products and platform, resulting in more intellectual property rights being created. It has always invested in building a core intellectual property that is offered to our clients through our products and innovative solutions. Our policy is to protect our competitive position, among other methods, by filing Indian and international intellectual property applications to protect the identity and recognition of our Company and to protect the technology and improvements that we consider important to the development of our business.

Your Company currently has 17 copyrights registered till date for its proprietary processes and various logos. It has also registered 36 proprietary logos as Trade Mark and Service Mark in India, UK, USA, Australia, China, Norway, Switzerland, EU and its 28 member countries.

During the fiscal year 2015, your Company's subsidiary "Lumina Datamatics Limited" has filed two (2) trademark applications for logo "Lumina Datamatics" and tagline "Lumina Datamatics We Manage Knowledge" in the United States Patent and Trademark Office (USPTO), Indian Registrar of Trademarks Office and European Union (EU) Community Trademark Office. The logo "Lumina Datamatics" and tagline "Lumina Datamatics We Manage Knowledge" has been successfully registered in the EU and its 28 member countries.

LEARNING & DEVELOPMENT (L&D)

L&D at Datamatics successfully conducted the following during FY 2014-15:

The Eagles@Datamatics Program Phase VII was flagged off in April 2014, with 36 Eagles & 23 Game Changers. This team was mentored by 6 senior members and a strong leadership team. The duration of the program was 7 months. The objective of Eagles VII team was to enhance footprints within existing clients with the help of Game Changers. This helped the organization in creating passion and zest among all the team members. The team members explored and enhanced their creativity, resourcefulness, bonding, accountability, influencing skills and belief in themselves. This phase of the Eagles was regarded as the most successful program as it helped the organization generate the additional revenue of Rs. 23 crores and a healthy pipeline of app.Rs. 53 crores.

1) Blended Learning

Training via the WebEx Training tool: The L&D team has expanded their horizons for training execution to be done via WebEx for employees across the organization. With the help of the tool L&D is able to address the global learning audience with ease and also large audiences effectively. This helps the L&D teams to execute training and participants to participate in training from any location. It's a win-win situation for all the parties involved. The L&D team

records the training for future usage and executes the pre- recorded training via WebEx. Recorded WebEx training is made available to employees as and when they feel the need to revisit any training in case they have missed this during the live session. This has imbibed a continuous learning attitude amongst the employees.

2) Learning Foreign Languages

L&D team supported to create a new language skill set on both Italian & German language - Level 1. The employees were trained and all of them successfully completed the Level 1 certification.

3) Project Management Preparatory Course (PMP) - 5th Edition

Being a Registered Education Provider for PMP, a 5-day PMP training was scheduled in Mumbai, MIDC premises for those engaged in an activity that contributes to the management of a project, portfolio, or program, as part of the project management profession.

With all the above, the L&D team has clocked 240,337 man-hours in the year 2014-2015 as compared with 210,515 man-hours in the year 2013-2014 with an average feedback of 4 out of 5.

HUMAN RESOURCES MANAGEMENT (HRM) AND EMPLOYEE RELATIONS

The IT business is chiefly talent-based and a people driven business. Employees therefore, play an indispensable and significant role in the success of the Company, and are the key assets of the Company. Hence, we precisely term them as 'Human Capital'. Our Company's endeavour is to create a work environment that imbibes a positive attitude for excellent performance. The key areas of the Company's HRM strategy include a comprehensive approach to managing people, the workplace culture and environment.

Managing a strong employer and employee relationship leads to the ultimate success of an organisation. A strong relationship at any work centre will lead to more qualitative & efficient productivity, generate cohesion among the employees and create a smooth functional environment.

The HR department of the Company regularly conducts the following programs:

"Climate Survey" and "Open House" to ensure that employees views and opinions are taken on board, as well as the Company's larger strategy is discussed and shared with them. Both these initiatives have HR Head, CEO and leadership teams of each LOB to bring a shared understanding of the larger organizational direction.

New Entrant Observation (NEO): It is a session conducted by HR for new entries after they complete 30 days to get their feedback.

Client site visit: To establish connect, to address various issues, and for continuous to & fro performance related information exchange with our employees based at different client locations.

Saarathi: With a view to ensure smooth integration of new entries into the processes, systems and work culture "Buddy System" which is known as "SAARATHI" has been introduced. Saarathis is the Point of contact, friend and guide for the new joinee during initial days within the organization. A Saarathi card is given to Saarathi during Euphoria.

Euphoria-Monthly Departmental Meet: A monthly meeting is conducted by the HR, offering the team an opportunity to interact with each other, come together and celebrate.

Our Company has rich diversity in its employees with a common aim to excel. A culture of cooperation and solidarity is infused by celebrating National holidays and festivities such as Independence & Republic Day, Diwali, Dandiya & Christmas. Initiatives such as JOSH, where employees offer their innovative ideas help to unleash their creativity, maintain a balance between work & life and create a deep sense of bonding among employees.

REWARDS AND RECOGNITION

Rewards & Recognition programs aren't just about making employees feel good, though that's a crucial part of the process. These programs can help to boost up employee morale & productivity and induces improvement in performance level. Therefore, continuous scaling exercises are carried out to identify the outstanding performer and rightly reward and recognize such individuals and teams.

Annual Awards: Datamatics believes in the need to recognize top performers and thank them for their hard work and commitment shown throughout the year. This is done in a high profile large scale ceremony held companywide wherein all the employees are invited. There are various categories of awards such as merit, excellence to leadership awards catering to each area of the business.

Instant Performance Recognition (EoM & Spot Award):

The objective is to encourage high performers by conferring the instant awards. The aim is to instantly recognize significant achievement, excellence in performance and special contributions by individuals and teams. There are 3 kinds of spot awards: a). Spot Individual; b) Spot Team; c) Employee of the month.

Rendezvous: Coffee with the Line of Business Heads (LoBH): Instant Award winner are invited to have coffee with the

LoBH. Personal notes are inscribed on the NOTEivate cards by the LoBH are presented to all the awardees.

Praise for Performance: This program aims to recognize the hard working employees who have received client appreciation. It aims to recognize the efforts of employees in front of a larger audience to induce a sense of pride and contentment.

iAppreciate: These cards are awarded by the Reporting Manager to appreciate their team members at right time for good work and efforts.

Employee Relations & Engagement has become a top business priority in this rapid-cycle economy. HR knows that having a high-performing workforce is essential for growth and survival. They recognize that a highly engaged workforce can increase innovation, productivity, and bottom-line performance. Additionally, HR grossly performs to workout in selecting the outstanding performers for the work centres spread out widely. Thus, the pillars of success of the Company are delineated clearly to obtain future directions towards progress & architect definite shape to remain as competitive player in the global market.

AWARDS & ACHIEVEMENTS

During the year, in recognition of its performance and initiatives, the Company received several awards, some of which are:

- Datamatics was awarded the 'Fastest Growing Indian Company Excellence Award - 2014' at the 6th International Achievers Summit & Awards ceremony on 'Global Corporate Achievements & Social Responsibilities' held in Bangkok;

- Datamatics was voted India's most Respected Software Company in Corporate Governance at the 5th Annual India Leadership Conclave & Indian Affairs Business Leadership Award;

- Datamatics entered the Leader Category for the 2014 IAOP Global Outsourcing 100;

- Datamatics was awarded for 'Excellence in Quality' at IMC - IT Awards 2014;

- Datamatics won the 'Global Quality Challenge Award' by United Healthcare at their Semi-Annual UHC Operations Global Quality Challenge for the seventh time in a row;

- Won the 'Information Week Edge Award' for providing cutting edge DMS solution for MMRDA;

- Won the 'Information Week Edge Award' for process improvement project for a leading private Insurance company;

- Datamatics won the 'Technology Partner for Global Transit Revenue Systems award' at the 4th Annual Metro Rail India Summit;

- Datamatics won the coveted 'Global Achievers Award' for Business Excellence at the 75th International Achievers Conference;

- Datamatics made it to the Technology Fast 500TM ranking by Deloitte - a list that recognizes the fastest growing companies in Asia-Pacific;

- Dr. Lalit Kanodia, Chairman & Whole time Director received the prestigious 'Asia Pacific Entrepreneurship Award' under the Special Achievement category;

- Mr. Rahul Kanodia, Vice Chairman & CEO, was felicitated with 'CEO of the Year' award at the Asian Leadership Awards held in Dubai;

- Mr. Rahul Kanodia, Vice Chairman & CEO was presented with the 'IT Leadership Award' at the National Awards For IT Excellence.

SHARE CAPITAL

As on March 31,2015, the Paid-up Share Capital of the Company is ' 294,746,685/- divided into 58,949,337 equity shares of ' 5/- each fully paid up. During the year, there has been no change in the Share Capital of the Company.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Retirement by rotation

In accordance with the provisions of the Companies Act, 2013 ("Act") and the Articles of Association of the Company, Mrs. Asha L Kanodia and Mr. Rahul L. Kanodia, retires by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

Resignation of Independent Director

Mr. Dileep C. Choksi resigned from the position of directorship of the Company with effect from April 2, 2015 due to his other commitments and pre-occupation. The Board placed its sincere appreciation for his valuable contribution during his tenure as a director of the Company.

Independent Director

Pursuant to the provisions of Section 161(1) of the Act and the Articles of Association of the Company, Mr. Vinay Aggarwal was appointed as an Additional Director designated as Non- Executive Independent Director with effect from May 27, 2015 and he shall hold office up to the date of ensuing Annual General Meeting. The Company has received requisite notice in writing from a member proposing appointment of Mr. Vinay Aggarwal as a Director of the Company. As per the provisions of the Act, Independent Directors are required to be appointed for a term of five consecutive years, but shall be eligible for re-appointment on passing of a special resolution by the Company and shall not be liable to retire by rotation.

The Company has received declarations from all Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Clause 49 of the Listing Agreement entered with the Stock Exchanges.

Re-appointment of Dr. Lalit S. Kanodia, Chairman & Whole Time Director

Dr. Lalit S. Kanodia was appointed as a Chairman & Whole Time Director of the Company for a period of five years with effect from May 15, 2010. On the recommendation of the Nomination & Remuneration Committee, the Board of Directors at its meeting held on May 27, 2015, has re-appointed Dr. Lalit S. Kanodia as a Chairman & Whole Time Director of the Company for a further period of five years with effect from May 15, 2015, subject to the approval of the members.

POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION AND OTHER DETAILS

In accordance with Section 178 and other applicable provisions if any, of the Companies Act, 2013 read with the Rules issued thereunder and Clause 49 of the Listing Agreement, as amended from time to time, the Board of Directors at their meeting held on August 12, 2014 formulated the Remuneration Policy of your Company on the basis of recommendations of the Nomination and Remuneration Committee. The policy on Director's appointment and remuneration including criteria for determining qualifications, positive attributes, independence of Director, and also remuneration for Key Managerial Personnel and other employees, forms part of Corporate Governance Report of this Annual Report.

PARTICULARS OF EMPLOYEES

Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of Companies Act, 2013 read with Rule 5(1) Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as "Annexure - A" to this Report.

A statement containing names of every employee employed throughout the financial year and in receipt of remuneration of Rs. 60 Lakh or more, or employed part of the year and in receipt of Rs. 5 Lakh or more a month, under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as "Annexure - A" to this Report.

Details of employees remuneration as required under provisions of Section 197 of the Companies Act, 2013 and Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are available at the Registered Office of the Company during working hours before 21 days of the Annual General Meeting and shall be made available to any shareholder on request. The full annual report including the

information required under Rule 5 is being sent electronically to all those members who have registered their email addresses and such details are also available on your Company's website: www.datamatics.com/investors/AnnualReports.

MEETINGS OF THE BOARD

Five meetings of the Board of Directors were held during the year. For further details of the meetings of the Board, please refer to the Corporate Governance Report, which forms part of this Annual Report.

BOARD AND COMMITTEE EVALUATION

Clause 49 of the Listing Agreement mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 ("Act") states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Act states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated. The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual directors pursuant to the Act and the corporate governance requirements as prescribed by SEBI under Clause 49 of the Listing Agreement.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge confirms that:

(i) in the preparation of the annual accounts for the year ended March 31,2015, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

(ii) they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year ended on that date;

(iii) they have 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;

(iv) they have prepared the annual accounts on a 'going concern' basis;

(v) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

(vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

AUDITORS

Statutory Auditors

The Statutory Auditors, M/s. Kanu Doshi Associates, Chartered Accountants, Mumbai, hold office until the conclusion of the forthcoming Annual General Meeting and have confirmed their eligibility and willingness to accept the office of the Statutory Auditors, if reappointed. The Company has received a certificate from the above Auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 ("Act")and the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, the Company with the approval of the Board, appointed Mr. Tushar Shridharani, Practicing Company Secretary, to undertake the secretarial audit for the financial year ended March 31, 2014. Mr. Tushar Shridharani has submitted the Report confirming compliance with the applicable provisions of the Act and other rules and regulations issued by SEBI/other regulatory authorities for corporate law. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed as "Annexure - B" to this Report.

INFORMATION ON AUDITORS' OBSERVATIONS

1) Statutory Auditors:

Observations of Auditors mentioned in the Independent Auditors Report under the heading 'Emphasis of Matter' regarding non-provisioning for diminution in the value of investments in the subsidiaries has been adequately explained in Notes to Accounts. These investments are for long term and of strategic nature. It is clarified that though the net worth of these subsidiaries has declined, the management is confident of turning around these subsidiaries in the near future. Hence, it is decided not to make any provision for diminution in the value of investments made in the subsidiaries. The other observations are self-explanatory and do not require further comments in this report.

2) Secretarial Auditor:

There were no qualifications, reservations or adverse remarks made by the Secretarial Auditors in their report.

CORPORATE GOVERNANCE

A Report on Corporate Governance together with a certificate from the Statutory Auditors of the Company forms part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis forms an integral part of this Report and gives detail of the overview of the industry, overview of the business, outlook, internal controls systems and their adequacy, risk and concerns and discussion on financial performance during the financial year.

COMPOSITION OF THE COMMITTEES OF THE BOARD

Audit Committee

The Audit Committee consists of the following members: Mr. R. K. Saraswat, Chairman; Mr. Sudhir Deshpande, Member and Mr. Shahzaad Dalal, Member.

Nomination & Remuneration Committee

The Nomination and Remuneration Committee consists of the following members: Mr. Sudhir Deshpande, Chairman; Mr. R. K. Saraswat, Member and Dr. Lalit S. Kanodia, Member

Stakeholders Relationship Committee

The Stakeholders Relationship Committee consists of the following members: Mr. R. K. Saraswat, Chairman and Mr. Sudhir Deshpande, Member.

Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee consists of the following members: Mr. Rahul L. Kanodia, Chairman; Mr. R. K. Saraswat, Member; Mr. Vidur V. Bhogilal, Member and Mr. Sameer L. Kanodia, Member.

EMPLOYEE STOCK OPTION PLANS

Details of the shares issued under Employee Stock Option Plan (ESOP), as also the disclosures in compliance with Section 62 of Companies Act, 2013 and Rule 12 of Companies (Share Capital and Debentures) Rules, 2014 and SEBI (Share Based Employee Benefits) Regulations, 2014 and SEBI (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999 are annexed as "Annexure - C" to this Report.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the standalone financial statements provided in this Annual Report.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

In line with the requirements of the Companies Act, 2013 and the Listing Agreement, your Company has formulated a Policy on Related Party Transactions which is also available on Company's website at http://www.datamatics.com/investors/ corporate-governance. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and related parties.

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. No Material Related Party Transactions were entered during the year by your Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC-2 is not applicable. Your Directors draw attention of the members to Notes to accounts of the financial statement which sets out related party disclosures.

INTERNAL FINANCIAL CONTROL SYSTEMS RELATED TO FINANCIAL STATEMENTS

The Company's internal control systems are commensurate with the nature of its business and the size and complexity of operations. The Audit Committee reviews adequacy and effectiveness of the Company's internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Company's risk management policies and systems. Your Company has adopted accounting policies which are in line with the Accounting Standards prescribed in the Companies (Accounting Standards) Rules, 2006 that continue to apply under Section 133 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 and relevant provisions of the Companies Act, 1956, to the extent applicable. These are in accordance with Generally Accepted

Accounting Principles in India. Changes in policies, if any, are approved by the Audit Committee in consultation with the Auditors.

The policies to ensure uniform accounting treatment are prescribed to the subsidiaries of your Company. The accounts of the subsidiary companies are audited and certified by their respective Auditors for consolidation.

Your Company operates in SAP, an ERP system, and has many of its accounting records stored in an electronic form and backed up periodically. The ERP system is configured to ensure that all transactions are integrated seamlessly with the underlying books of account. Your Company has automated processes to ensure accurate and timely updation of data in the underlying ERP system.

The Management periodically reviews the financial performance of your Company and takes necessary action, wherever necessary.

WHISTLEBLOWER/VIGIL MECHANISM

The Company is committed to adhere to the highest standards of loyalty, honesty, integrity, transparency and conduct of business operations in an ethical manner. In compliance with Companies Act, 2013 ("Act"), rules framed thereunder and the Listing Agreement entered with Stock Exchanges and principles of good corporate governance, the Audit Committee of the Company is committed to adopting procedures to receive and address any concern or complaint regarding accounting or auditing matters, internal accounting controls, reporting of fraudulent financial information or any other company matters involving fraud, employee misconduct, illegality or health and safety and environmental issues which cannot be resolved through normal management channels. Accordingly, the Board of Directors have formulated a Whistleblower Policy/Vigil Mechanism in compliance with the provisions of Section 177(10) of the Act and Clause 49 of the Listing Agreement and is also available on the Company's website http://www.datamatics. com/investors/corporate-governance. This Policy provides for a framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them. The Company has also provided direct access to the Chairman of the Audit Committee on reporting issues concerning the interests of employees and the Company.

RISK MANAGEMENT

Your Company has a well defined, robust and effective Information Security and Risk mitigation system. The information security management system based on international standard ISO 27001 addresses all concerns and apprehensions towards handling information that is sensitive and confidential effectively. The risk mitigation system ensures that all potential risks

associated with business, processes and infrastructure are within control. Business Continuity Plan (BCP) and Disaster Recovery (DR) plans are integral plans of the project plans and they are periodically audited as per predefined schedule to ensure the readiness and effectiveness with minimal impact on the business as usual. BCP also ensures that the organization is well prepared for risks related to hardware, software, infrastructure and people. The applicability and effectiveness BCP and DR are also regularly reviewed during Management Information Security Forum (MISF) that takes place once in every quarter.

Risk management is controlled by the Risk Management Policy. In line with the requirements of the Companies Act, 2013 and the Listing Agreement, the Board of Directors has approved the Risk Management Policy to monitor the risks and their mitigating actions. There are some of the risks which may pose challenges are set out in the Management Discussion and Analysis which forms part of this Report.

CORPORATE SOCIAL RESPONSIBILITY

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company during the financial year 2014-15 are annexed as "Annexure - D" to this Report in the format prescribed in the Companies (Corporate Social Responsibility Policy), Rules, 2014.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.

EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the Company is annexed as "Annexure - E" to this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information required in connection with conservation of energy, technology absorption and foreign exchange earnings and outgo, under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, the Directors furnish herein below the required information:

A. CONSERVATION OF ENERGY:

i) Our Company being in IT & ITeS industry, our operations are not energy intensive. Adequate measures have been taken to conserve energy.

ii) The Company has not taken any steps for utilising alternate sources of energy.

iii) There were no additional capital investment on energy consumption equipments and proposals if any, being implemented for reduction of consumption of energy as the nature of your Company's operations entails a very low level of energy consumption.

B. TECHNOLOGY ABSORPTION:

i) Every effort is made by the Company to update the technological skills of its technical staff in order to ensure that they possess adequate skills to enable them to service the Company's clients.

ii) Your Company has not imported any technology during the year under review.

iii) Your Company is predominantly a service provider and therefore has not set up a formal R&D unit. However, it continues to develop software tools and products in its existing delivery setup.

For and on behalf of the Board

Dr. Lalit S. Kanodia Chairman (DIN: 00008050)

Place : Mumbai Date : May 27, 2015

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Mar 31, 2014

Dear Mmbers,

On behalf of the Board of Directors, I am happy to present the 26th Directors'' Report of your Company with the Balance Sheet and Profit & Loss Account for the year ended March 31, 2014.

FINANCIAL RESULTS

Your Company''s operating performance for the year ended March 31, 2014 as compared to the previous financial year ended March 31,2013 is summarized below:

Particulars (Rs.in Million) (Rs.in Million) Consolidated Standalone

2013-2014 2012-2013 2013-2014 2012-2013

Income 7,411.34 5,589.65 2,223.75 1,998.15

Profit Before Interest, Depreciation and Tax 976.26 567.62 565.92 448.19

Interest 39.84 34.64 16.30 25.79

Profit Before Depreciation and Tax 936.42 532.98 549.62 422.40

Depreciation 160.64 120.28 65.30 68.86

Profit Before Tax 775.78 412.70 484.32 353.54

Provision for Taxation 193.72 98.14 70.42 59.80

Profit After Tax 582.06 314.56 413.90 293.74

Balance Brought Forward from Previous Year 625.63 480.74 948.33 745.09

Profit Available for Appropriation 1207.69 795.30 1,362.23 1,038.83

Dividend 115.68 109.35 73.69 58.95

Tax on Dividend 19.66 18.32 5.24 1.55

Transfer to General Reserve 47.40 42.00 41.40 30.00

Balance Carried Forward 890.30 625.63 1,241.90 948.33

BUSINESS PERFORMANCE

Your Company is a global IT and ITeS organization focused on delivering proactive and smart, next-generation business solutions helping enterprises across the world address their business challenges. Datamatics has become the 2nd fastest growing IT & BPO Company listed on the BSE Limited and National Stock Exchange of India Limited. Fiscal year 2013- 14 was a remarkable year for your Company.

The consolidated revenues of the Company recorded a total growth of almost 33% as against NASSCOM predicted Y-o-Y growth rate of 14% for the FY 2013-14 and the EBIDTA increased by nearly 72% during the year. This performance was achieved amidst stiff macro headwinds globally and a slowing domestic growth.

The total revenue on a standalone basis increased to Rs.2,223.75 million as against Rs.1,998.15 million in the previous year - a growth of 11.29%. The profit after tax for the current year was Rs.413.90 million as against Rs.293.74 million in the previous year - a growth of 40.91%.

On a Consolidated basis, your Company achieved a total revenue of Rs.7,411.34 million as against Rs.5,589.65 million in the previous year - a growth of 32.59%. The profit after tax for the current year was Rs.582.06 million as against Rs.314.56 million in the previous year - a growth of 85.04%.

CRISIL RATINGS

The Company was awarded "A1 " highest rating by Credit Rating Information Services of India Limited (CRISIL).

This rating signifies that your Company has a strong degree of safety regarding timely payment of financial obligalitions. This rating reaffirms the financial stability and the low risk profile of the Company.

DIVIDEND

In line with the excellent performance during the year, your Directors are pleased to recommend for approval of members, a final dividend of Rs.1.25 per share (25%) for Financial Year 2013-14.

TRANSFER TO RESERVES

The Company has transferred Rs.47.4 million to the General Reserve from the amounts available for appropriation. An amount of Rs.890.30 million is proposed to be retained in the Profit and Loss Account.

TRANSFER OF BUSINESS/UNDERTAKING

During the year under review, the Company has transferred its Digital Publishing & eRetail Solutions (DPeRS) business/ undertaking with all its assets and liabilities, as a going concern on a slump sale basis to erstwhile Datamatics eRetail & Publishing Limited, a wholly owned subsidiary of the Company.

ACQUSITION OF SHARES IN LUMINA DATAMATICS LIMITED

During the year, your Company, through its wholly owned subsidiary - erstwhile Datamatics eRetail & Publishing Limited acquired a 73.12% stake in Lumina Datamatics Limited (Formerly known as Lexicon Publishing Services Private Limited) by way of a Scheme of Arrangement/Amalgamation sanctioned by Hon''ble High Court of Madras.

INVESTMENT IN SUBSIDIARIES

As on March 31, 2014, your Company has made investments worth Rs.563.76 million in its overseas subsidiaries and Rs.577.60 million in its Indian subsidiary.

SUBSIDIARY COMPANIES

During the year under review, following are the significant developments with respect to the subsidiary companies:

- Your Company has expanded its operations by forming a wholly owned subsidiary in Dubai in the name of Datamatics Global Services FZ-LLC;

- Invested USD 9.3 million in preference shares of Datamatics Global Technologies Limited, the wholly owned subsidiary of the Company and also redeemed USD 5 million preference shares of Datamatics Global Technologies Limited, the wholly owned subsidiary of the Company;

The Company has the following Indian subsidiaries (including the step down subsidiaries) as on March 31, 2014:

1. Datamatics Software Services Limited

2. Cybercom Datamatics Information Solutions Limited

3. CIGNEX Datamatics Technologies Limited

4. Datamatics Vista Info Systems Limited

5. Lumina Datamatics Limited (Formerly known as Lexicon Publishing Services Private Limited)

6. Datamatics eRetail & Publishing Limited @

The Company has the following overseas subsidiaries (including the step down subsidiaries) as on March 31, 2014:

1. Datamatics Global Services, Inc. (US)

2. Datamatics Global Services GmbH (Germany)

3. Datamatics Global Technologies GmbH (Germany)

4. Datamatics Global Solutions GmbH (Germany) $

5. Datamatics eRetail & Publishing GmbH (Germany) $*

6. Datamatics Global Services GmbH d.o.o. in Bosnia (Switzerland)

7. Datamatics Technologies UK Limited (UK)

8. Datamatics Infotech Limited (UK)

9. Datamatics Global Services Pty Limited (Australia)

10. Datamatics Global Technologies Limited (Mauritius)

11. Datamatics Global Holding Corporation (BVI)

12. Datamatics Global Technologies AG (Switzerland)

13. Datamatics Global Services FZ-LLC (Dubai) $$

14. Lumina Datamatics, Inc. (US) (Formerly known as Premedia Global, Inc.)

15. CIGNEX Datamatics Corporation (BVI)

16. CIGNEX Datamatics, Inc. (US)

17. CIGNEX Datamatics Pte. Limited (Singapore)

@ Incorporated in India during the year and amalgamated with Lumina Datamatics Limited with effect from March 31,2014.

$ Incorporated in Germany during the year.

$$ Incorporated in Dubai during the year.

* Renamed as Lumina Datamatics GmbH w.e.f. August 19, 2014.

Pursuant to Section 212(8) of the Companies Act, 1956, the Ministry of Corporate Affairs, Government of India, vide its Circular No. 2/2011 dated February 8, 2011, has granted a general exmeption from attaching the Balance Sheet, statement of Profit & Loss Account and other documetns of subsidiary companies with the balance sheet of the Company. A statement containing the brief financial details of the Company''s subsidiaries for the financial year ended March 31, 2014 is included in the annual report. The annual accounts of these subsidiaries and the related information will be made available for inspection to any member of the Company at the registered office of the Company.

DATAMATICS'' DELIVERY CENTRES IN TIER II CITIES

Tier II cities are the most favored destination of highly cost- sensitive BPO service providers. As a business strategy, major BPO players have been moving to and expanding their operations in Tier II cities. Datamatics was early to realize this business imperativeness and set up its first Tier II delivery centre at Nashik during July 2007 followed by the Puducherry site in October 2011. These initiatives have helped the Company leverage on the vast untapped talent pool at these locations at a relatively lower wage as compared with Tier I cities while simultaneously keeping the attrition within manageable limits.

Nashik

After successfully executing all our BPO service lines, the site is currently gearing up to tap the IT talent potential of Nashik. The 55,000 sq. ft. state-of-the-art-facility is the single largest facility under one roof that the Company has. Our headcount at the Centre is now in excess of 1000 staff members. The guest house is located in close proximity to the office.

The Company owns approximately 12 acres of land situated on the Bombay-Agra Highway (NH-3), about 10 kms away from our existing office. The Company intends to build a campus in the future.

Puducherry

After its successful foray into the publishing business at Puducherry, the site is now home for one more BPO service line viz. Document Management Solutions. From a value creation perspective, the site is a cost-effective location.

In addition to its primary role as the Delivery Centre of Excellence, both these sites are also functioning as Business Continuity Centre''s to support all other delivery units of the Company. The success of business operations at the above two Tier II sites enables the company to stay ahead of competition and provides impetus to the Company''s focus on such strategic initiatives.

INTELLECTUAL PROPERTY RIGHTS

"Intellectual property is not just about product but process as well".

As a policy to ensure sustainable means of wealth creation, your Company has 17 copyrights registered till date for its proprietary processes and various logos. It has also registered its proprietary logos as Trade Mark and Service Mark in India, the UK, the USA and the European Union (EU) and its 27 member countries.

During the year under review, your Company''s subsidiary "CIGNEX DATAMATICS Inc." has successfully registered the tagline "MAKING OPEN SOURCE WORK" in the USA. The logo of "CIGNEX DATAMATICS Making Open Source Work" has been registered in the USA, the EU and its 27 member countries.

Your Company has also registered the ''iQ logo'' with the tag words ''Intelligent Accurate Quick'' in India, the EU and its 27 member countries. The Company also succeeded in registering the tag line "Smart Document Processing" in India.

The Company''s brand name "DATAMATICS" is registered as Trade Mark as well as Service Mark in India, UK, USA, Australia, China, Norway, Switzerland, EU and its 27 member countries and its logo is also registered in India, the UK, USA , EU and its 27 member countries.

LEARNING & DEVELOPMENT

A large number of programs were successfully conducted by the Learning & Development (L&D) team during the year 2013- 2014:

The Eagles @ Datamatics Program Phase VI was flagged off in August 2013, with 25 Eagles, 5 mentors and a strong Leadership team of 6 members. The Duration of the program was 7 months. This phase of the Eagles was regarded as the most successful program as it helped the Company to build 21 alliance partners. The teams also developed systems which will benefit the organization in the long run.

Game Changer - The Lead Generation Program:

Lead generation and associated market research is the most important and critical aspect of any business. It is important for the teams associated with these activities to demonstrate very high levels of commitment and passion. With this objective, a unique program called the "Game Changer" was launched in July 2013 with 31 fresh MBA Graduates of different specialties and 7 mentors. The first season of this program concluded with great success on March 31, 2014. It helped the organization in creating passion and high levels of energy across the lead generation and market research teams with focus on their passion, creativity, resourcefulness, accountability, influencing skills and belief in themselves. As a result, the teams successfully contributed a large number of qualified leads/ opportunities for our Company.

Other Initiatives by the L&D team:

1) Blended Learning:

Training via the WebEx Training tool: The L&D team has expanded their horizons for training execution to be done via WebEx for employees across the organization. With the help of the tool L&D is able to address the global learning audience with ease and also large audiences effectively. This helps the L&D teams to execute training and participants to participate in training from any location. It''s a win-win situation for all the parties involved. The L&D team records the training for future usage and executes the pre-recorded training via WebEx. Recorded WebEx training is made available to employees as and when they feel the need to revisit any training in case they have missed this during the live session. This has imbibed a continuous learning attitude amongst the employees.

2) Learning Foreign Languages:

The L&D Team has flagged off Level 1 Italian & German language training for its employees. The employees are being trained to complete the level 1 Certification as soon as this training comes to an end. For now this has been implemented in Puducherry & Nashik premises.

3) Project Management Preparatory Course (PMP) - 5th Edition:

Being a Registered Education Provider (REP) for PMP, a 5-day training was scheduled in Mumbai, MIDC premises for those engaged in an activity that contributes to the management of a project, portfolio, or program, as part of the project management profession.

With all the above, the L&D team has clocked 210,515 man-hours in the year 2013-2014 as compared with 179,140 man-hours in the year 2012-2013 with an average feedback of 4 out of 5.

SIGNIFICANT AWARDS & ACHIEVEMENTS

During the year, in recognition of its performance and initiatives, the Company received several awards, some of which are:

- Datamatics along with the Market Research Society of India (MRSI) and the European Society for Opinion & Marketing Research (ESOMAR) instituted the Dr. Lalit S. Kanodia Laureate Award for Technology Excellence in Market Research;

- Datamatics became the only software company in India to win the Computer Society of India''s Award for IT Excellence in Corporate Business Collaboration Solutions twice;

- Won the prestigious IMC-IT award for Quality;

- Won the Information Week EDGE Award along with our client for the implementation of technological solutions that helped automate client''s Mutual Fund process;

- Received the Most Valuable IT Software Company in India award at the 4th Annual India Leadership Conclave & Indian Affairs Business Leadership Awards;

- Received the award for Best Corporate Social Responsibility Practices; an award endorsed by World CSR Day, Asian Confederation of Business and World Federation of CSR Professionals;

- Received the award for Best HR Strategy in Line with Business at the 8th Employer Branding Awards, World HRD Congress;

- Won the Best Communications Campaign Award at the Corporate Excellence Awards 2013;

- Included in the Leader Category for the 2014 Global Outsourcing 100® providers'' list released by the International Association of Outsourcing Professionals. Ranked amongst the Best 20 Companies in India for the third time in a row and included in the prestigious Global Services 100 list of the Best 100 IT outsourcing companies for the fourth year in a row;

- Won the prestigious Sitecore Website of the Year 2013 award in the ''Not-for-Profit Website'' category;

- CIGNEX Datamatics Technologies Limited received the Innovator in Technology of the Year award at the National Trial Lawyers summit in Miami for their solution titled Social Media Sentiment Analytics;

- Datamatics team was felicitated by a global client with their Global Quality Challenge Award for the 5th time in a row;

- Dr. Chandra Mauli Dwivedi - Datamatics'' Global Head, HR & CSR - was listed among the 50 Most Talented Global HR Leaders in Asia for 2014 at the 22nd World HRD Congress;

- Ms. Divya Kumat, Corporate Head - Legal & Company Secretary, won the General counsel of the Year - Female award at the 7th edition of the Legal Counsel Congress Awards;

- Ms. Varad Kamini, Head-Marketing Communications at Datamatics, won the prestigious Women Super Achiever Award for Excellence in the Marketing Communications category at the World Women Leadership Congress & Awards;

- Ms. Ankita Singh, Head - Employee Relations & OD at Datamatics, won the prestigious Leading HR Women Award at the 5th Annual Women Leaders in India Summit.

FUTURE GROWTH STRATEGY

In the last fiscal, the Company made good progress in their strategic initiatives to drive high business growth. In the current fiscal, we shall continue our growth trajectory with renewed focus on growth through a mix of organic and non-organic initiatives. The Company''s priority this year is to continue to emphasize on our core business areas. We shall at the same time capitalize on opportunities that are being created in the new growth areas.

The four key elements of our strategy for continued business growth include:

- Digital Transformation: The digital economy is entering a new age that presents unforeseen challenges. With extensive experience in understanding the digital economy, Datamatics is strategically placed to help its clients deliver excellent service through services, and business process through digital value added services.

- Enterprise Content Management (ECM) & Portal

Solution: Driven by advances in consumer technology, user expectations have also evolved. Datamatics team has the expertise to create and develop ECM solutions that are portal-based, intuitive and personalized and easy to use across multiple applications. We have had good success in this area and expect to maintain this growth trend.

- Open Source: Open Source is fast emerging as a platform of choice, and we expect this to continue to accelerate and attract growth. We are in a very strong position to capitalize on this opportunity, as CIGNEX Datamatics, one of our subsidiary company is a leader in Open Source space.

- Platform-based BPO: Customers are moving away from traditional outsourcing models to vendors that can provide Technology BPO services. Catching on this trend early enough, Datamatics has been successfully providing platform based BPO services to its clients. We plan to leverage our technological prowess, combined with a focus on process excellence and high quality BPO services to increase our client base.

- Inorganic Growth/ Eco-system partnerships: Our strategy is to build strong partnerships in the areas of domain, technology and geography with the objective of driving differentiated solutions whilst working with an active partner ecosystem. It could be in the form of investments through M&A or an alliance partner.

QUALITY

Your Company continues to focus on quality. This year, your Company won the Award for Excellence in Quality at the IMC Information Technology Awards. We have been continuously winning best quality and service awards at events organized by our various prestigious Fortune 500 customers. This year too we won several such awards. Your Company is the first and the only I.T Company to have won the "International Asia Pacific Award" for Quality in Services sector. The Award was won against competition from hundreds of companies from 38 countries spread across the world, including the US, Japan, Australia, New Zealand, Russia, Canada, China, Israel, South Korea, Peru and Mexico. Further significant initiatives of your Company towards quality are:

1) Six Sigma Initiative

We have adopted the proven Lean Six Sigma methodology in conjunction with Kaizen to make our processes efficient, robust and defect free and also to improve productivity and cost effectiveness. This initiative continues to deliver significant benefits to the Organization with improvements in Productivity, Efficiency, Quality and Customer Satisfaction. Overall 300 Six Sigma Projects and 1502 Kaizen Projects have been completed since the launch of this initiative in 2007. For the past consecutive three years, our improvement projects have been ranked within the top 5 projects out of around 80 projects in QIMPRO Conventions.

In the last financial year, an overall benefit that includes tangible and intangible benefits, of Rs.22 million with an ROI of more than 200% was achieved through these performance improvement methodologies.

The Company has about 14 Six Sigma Green Belt and 20 Six Sigma White Belt certified professionals along with 3 Six Sigma Black Belt and 1 Six Sigma Master Black Belt certified professionals. The Company spent over 4500 person hours of training around Continuous Improvement in the last financial year.

2) Certifications

Your Company, keeping true to its commitment of designing and implementing its Quality Management Systems as per the global standards and benchmarks has been assessed and certified on standards such as ISO 9001:2008, SEI - CMMI Version 1.3, and ITIL. New centre''s that we added last year have also been assessed and certified for compliance to these standards

In addition, we retained the ISO 27001:2005 certification for our Information Security Management Systems. Our US unit has been certified compliant to PCI standard requirements. We have further strengthened our Information Security Management Systems (ISMS) by incorporating the guidelines and being certified for international standards such as SSAE 16 and HIPAA.

3) Customer Satisfaction Tracking

The Customer Satisfaction and Loyalty index measuring process continues to provide invaluable insights into our Customer''s expectations and our performance vis- a-vis these expectations. This is done once every six months and captures Customer''s feedback on a wide range of parameters that encompass each aspect of service excellence. We feel proud to share with you that overall our Customer Satisfaction Index has been 4.90 on a scale of 1-6 (1 being the lowest and 6 being the highest) with a significant number of Customers rating us a perfect 6/6 on all parameters. In addition to this formal mechanism, we also have systems that capture customer feedback received through other formal and informal channels.

4) Metrics and Process Compliance Index

We use a Delivery Index to measure and compare the performance for each Line of Business (LOB). It incorporates the three key indicators of performance of any project viz Quality, Effort and Schedule adherence and a stop light (red-amber-green) dashboard is used to display the performance.

I n addition, regular Process Compliance checkups and speedy follow-ups on the corrective and preventive actions have helped us significantly to keep non- compliances in check and thereby reduce rework and defects at the source. Process Compliance Index (PCI) measures and compares the compliance levels for the different LOBs.

The defined Quality Gates ensure that we are adhering to process requirements and deliverables at each of the critical stages of the Project. A regular review of this with Senior Management ensures that the processes are on track.

I n order to create processes at par with global best practices, we have also tied up with a number of global forums such as ISBSG, CSI and PMI to understand and benchmark ourselves against key metrics. We re- visit and revise our metrics regularly to ensure that our performance levels are comparable to the best-in-class.

PROCESS ENGINEERING (PE) CELL

The PE Cell of the Company has the task of increasing productivity and quality of our BPO/ ITeS processes. To accomplish this goal, this Cell has developed several proprietary and copyrighted Software products that include and Robokey. They are also focusing on creating IP which can result in a recurring revenue stream. and Robokey have won recognition and awards. Datamatics has become the only Software Company in India to have won this award twice from the Computer Society of India in 2013 and 2011. Datamatics has also won the Information Week Edge Award twice in 2013 and 2010. These awards have been won for software developed by the PE Cell.

These products have resulted in a significant increase in quality, productivity and profitability in several projects outsourced to Datamatics by its clients. These products also give a significant edge to the Company while bidding for large BPO outsourcing projects.

The PE Cell was also instrumental in developing CATALISTS which is deployed by GS1, an organization that develops and maintains standards for Retail, Healthcare, Transport & Logistics, Automotive, Finance and Defense sectors. Datamatics has been included as a US solution program partner of GS1, which includes companies such as Oracle.

SHIFTING OF REGISTERED OFFICE

The Company''s registered office has been shifted from Unit No. 117-120, SDF 4, SEEPZ, Andheri (East), Mumbai - 400 096 to "Knowledge Centre, Plot No. 58, Street No. 17, MIDC, Andheri (East), Mumbai - 40 0093", with effect from January 29, 2014.

SECRETARIAL AUDIT

Dr. K.R. Chandratre, Practicing Company Secretary, conducted Secretarial Audit for the financial year ended March 31, 2014. Dr. K.R. Chandratre has submitted the Report confirming compliance with the applicable provisions of Companies Act, 1956 and other rules and regulations issued by SEBI/other regulatory authorities for corporate law. The Secretarial Audit Report for the financial year ended March 31,2014 is provided in the Annual Report.

SHARE CAPITAL

As on March 31, 2014, the Paid-up Share Capital of the Company is Rs.294,746,685 divided into 58,949,337 equity shares of Rs.5 each fully paid up. During the year, there has been no change in the Paid-up share capital of the Company.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Vidur V. Bhogilal and Mr. Sameer L. Kanodia, retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

The Company has, pursuant to the provisions of Clause 49 of the Listing Agreements entered into with Stock Exchanges, appointed Mr. R. K. Saraswat, Mr. Sudhir Deshpande, Mr. Shahzaad Dalal and Mr. Dileep Choksi as Independent Directors of the Company. In accordance with the provisions of Section 149(4) and proviso to Section 152(5) of the Companies Act, 2013, these Directors are being appointed as Independent Directors to hold office as per their tenure of appointment mentioned in the Notice of the forthcoming AGM of the Company.

Pursuant to the provisions of Section 161(1) of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Dilip D. Dandekar and Mrs. Asha L. Kanodia were appointed as Additional Directors designated an Independent Director and Non-Executive Non-Independent Director respectively w.e.f. August 12, 2014 and they shall hold office up to the date of the ensuing Annual General Meeting. The Company has received requisite notice in writing from a member proposing Mr. Dilip D. Dandekar and Mrs. Asha L. Kanodia for appointment as an Independent Director and Non-Executive Non-Independent Director respectively.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement entered with the Stock Exchanges.

During the year under review, Dr. Habil Khorakiwala resigned from the position of directorship of the Company. The Board placed its sincere appreciation for his valuable contribution during his tenure as a director of the Company. .

AUDITORS

The Statutory Auditors, M/s. Kanu Doshi Associates, Chartered Accountants, Mumbai, hold office until the conclusion of the forthcoming Annual General Meeting and have confirmed their eligibility and willingness to accept the office of the Auditors, if reappointed.

INFORMATION ON AUDITORS'' OBSERVATIONS

Observations of Auditors mentioned in the Independent Auditors Report under the heading ''Emphasis of Matter'' regarding non-provisioning for diminution in the value of investments in the subsidiaries has been adequately explained in Note No. 42 of the Notes to Accounts. These investments are for long term and of strategic nature. It is clarified that though the net worth of these subsidiaries has declined, the management is confident of turning around these subsidiaries in the near future. Hence, it is decided not to make any provision in diminution in the value of investments made in the subsidiaries. The other observations are self-explanatory and do not require further comments in this report.

CORPORATE GOVERNANCE

A Report on Corporate Governance together with a certificate from the Auditors of the Company forms part of the Annual Report.

DISCLOSURE UNDER SECTION 217(1)(e) OF THE COMPANIES ACT, 1956

I. CONSERVATION OF ENERGY:

The information required in connection with conservation of energy, under Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, the Directors furnish herein below the required additional information:

(a) Conservation of Energy - Our Company being in IT & ITeS industry, our operations are not energy intensive. Adequate measures have been taken to conserve energy.

(b) There were no additional investments and proposals if any, being implemented for reduction of consumption of energy as the nature of your Company''s operations entails a very low level of energy consumption.

(c) I mpact of the measures at (a) and (b) above for reduction of energy consumption and consequent impact on the cost of production of goods - N.A.

(d) Total energy consumption and energy consumption per unit of production - N.A.

FORMA: FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY

A. Power and fuel consumption: NIL

B. Consumption per unit of production: NIL

II. TECHNOLOGY ABSORPTION:

Every effort is made by the Company to update the technological skills of its technical staff in order to ensure that they possess adequate skills to enable them to service the Company''s clients.

FORM B: FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO TECHNOLOGY ABSORPTION ETC.

i. Research & Development (R&D): Your Company is predominantly a service provider and therefore has not set up a formal R&D unit. However, it continues to develop software tools and products in its existing delivery setup.

ii. Technology Absorption, Adaptation and Innovation: Your Company has not imported any technology during the year under review other than purchase of software.

III. FOREIGN EXCHANGE EARNINGS AND OUTGO:

I . Earnings in Foreign Exchange during the year: Rs.1,966.40 million

II. Foreign Exchange Outgo during the year: Rs.74.29 million.

EMPLOYEE STOCK OPTION PLANS (ESOP)

The details of ESOP required to be provided as per Clause 12 of the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are as per "Annexure A" to this report.

HUMAN RESOURCES MANAGEMENT (HRM) AND EMPLOYEE RELATIONS

The IT business is primarily talent-led and a people driven business. Employees therefore, form a crucial and critical part of the success of the Company, and are the most important resources and assets of the Company.

Our Company''s endeavor is to provide a work environment that encourages a positive attitude and superior performance. The key elements of the Company''s HRM strategy include a comprehensive approach to managing people, the workplace culture and environment.

The HR department of your Company regularly conducts

"Climate Survey" and "Open House" to ensure that employees views and opinions are taken on board, as well as the Company''s larger strategy is discussed and shared with them. Both these initiatives have HR Head, CEO and leadership teams of each LOB to bring a shared understanding of the larger organizational direction.

Your Company has rich diversity in its employees with a common goal of excellence. A culture of cooperation and camaraderie is enthused by celebrating National holidays and festivals such as Independence Day and Diwali. Initiatives such as JOSH, where employees can bring their children to office for a day, back to school and monsoon mania also help create a deep sense of bonding among employees and their families.

REWARD AND RECOGNITION

Reward and Recognition spurs people to excel further, helps to sharpen the winning edge through people and thereby stimulate a culture of high performance. Therefore, our constant endeavor is to seek, groom, nurture, facilitate and suitably reward & recognize individuals and teams who make significant contributions to business. The objective of this is to set the guidelines for motivating high performing individuals, helps them to keep striving and reward teams by conferring appropriate awards such as:

Annual Awards: Datamatics believes in the need to recognize top performers and thank them for their hard work and commitment shown throughout the year. This is done in a high profile large scale ceremony held companywide wherein all the employees are invited. There are various categories of awards such as merit, excellence to leadership awards catering to each area of the business.

Spot Awards: Spot Awards are introduced to ensure that the tempo of high performance does not go unnoticed. There are 3 kinds of spot awards: a) Individual Spot Award; b) Team Awards; c) Employee of the month.

Praise for Performance: This program is introduced to recognize the hard work of employees who have earned client appreciation. It aims to recognize the efforts of employees in front of a larger audience which gives them a sense of pride and contentment.

PARTICULARS OF EMPLOYEES

Information pursuant to Section 217(2A) of the Act read with the Companies (Particulars of Employees) Rules, 1975, as amended by the Companies (Particulars of Employees) Amendment Rules, 1999 forms part of this Report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Report and Accounts are being sent to all members of the Company excluding the aforesaid information. Any member desirous of obtaining this information may write to the Company Secretary at the Registered Office of the Company.

ACCEPTANCE OF FIXED DEPOSITS

The Company has not accepted any fixed deposits during the year.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956, it is hereby stated that:

1. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of your Company at the end of the financial year and of the profit or loss of the Company for that period;

3. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities; and

4. the Directors have prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENTS

The Directors thank the Company''s customers, suppliers, vendors, bankers, financial institutions, Central and State Government of India and Governments of various countries where we have our operations for their continued support during the year. We place on record our appreciation of the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support.

For and on behalf of the Board

Dr. Lalit S. Kanodia Chairman

Place : Mumbai Date : August 12, 2014

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Mar 31, 2012

Dear Members,

On behalf of the Board of Directors, I am happy to present the 24th Director's Report of your Company with the Balance Sheet and Profit & Loss Account for the year ended March 31,2012.

Financial Results

Your Company's operating performance for the year ended March 31, 2012 as compared to the previous financial year ended March 31,2011 is summarized below:

(Rs. in Million) (Rs. in Million) Consolidated Standalone

2011-2012 2010-2011 2011-2012 2010-2011

Income 4519.04 2919.94 1729.67 1545.19

Profit before interest, Depreciation and tax 506.74 316.95 343.97 274.62

Interest 16.14 2.84 6.56 2.59

Profit before Depreciation and tax 490.60 314.11 337.41 272.03

Depreciation 115.33 89.70 60.94 53.22

Profit before tax 375.27 224.41 276.47 218.81

Provision for Taxation 92.73 16.42 57.43 6.20

Profit after tax 282.54 207.99 219.04 212.61

Balance brought forward from previous year 299.58 217.02 627.44 516.21

Profit available for appropriation 582.12 425.01 846.48 728.82

Dividend 44.21 61.01 44.21 44.21

Tax on Dividend 7.17 9.96 7.17 7.17

Transfer to General Reserve 50.00 54.46 50.00 50.00

Balance carried forward 480.74 299.58 745.10 627.44

Dividend

Your Company has a consistent track-record of dividend payments. In the last five years, your Company has disbursed dividend payout to the tune of Rs. 300.87 million to its shareholders. In line with excellent performance for the year, the Directors are pleased to recommend for approval of the members, a final dividend ofRs. 0.75 per share for the year 2011 - 2012.

Transfer to Reserves

The Company has transferred Rs. 50 million to the General Reserve out of the amounts available for appropriations. An amount of Rs. 745.10 million is proposed to be retained in the Profit and Loss Account.

Performance Overview

Your Company is a global IT and ITeS organization focused on delivering proactive and smart, next-generation business solutions that help enterprises across the world address their business challenges. Fiscal year 2011-2012 was a momentous year for your Company. The revenues of the Company recorded a total growth of approximately 60% and the EBIDTA increased by approximately 146% during the year.This performance is outstanding as it was achieved amidst strong macro headwinds globally and slowing domestic growth.

Total revenue for the year on standalone basis amounted to Rs. 1729.67 million as against Rs. 1545.19 million for the corresponding period last year. The consolidated revenues in 2011-2012 increased to Rs. 4519.04 million from Rs. 2919.94 million in 2010-2011. The standalone profit after tax was at Rs. 219.04 million as against the previous year's profit after tax ofRs. 212.61 million. The consolidated profit after tax was Rs. 282.54 million as against Rs. 207.99 million for the previous year.

Datamatics' Delivery Centres in Tier II Cities

Tier II cities are the lifeline of Indian IT / ITeS Industry. Statistically, 58% of IT / ITeS professionals originate from Tier II cities. However, due to lack of opportunities, they often work in Tier I cities. In addition, Tier II cities yield a better quality of life, lower cost of living, lower people costs and reduced cost of infrastructure. They even assist in business continuity planning.

Nashik

Since its commencement in 2007, our operation in Nashik has been growing from strength to strength. Our headcount at the Centre is in excess of 1000 staff members, servicing each of our BPO service lines. Recently, the Company has also started executing software projects at the Centre, which will provide the necessary additional impetus for the growth at the Centre.The 55,000 sq.ft. state-of-the- art-facility, which has 4 training rooms and an auditorium as well, is the single largest facility under one roof that the Company has. It has been extensively used for training and leadership programs also. During the year under review, we also completed furnishing of an impressive 16 bedroom guest house which can accommodate 28 people at any given time.

In addition, the Company has acquired approximately 12 acres of land in Nashik. The property is situated on the Bombay-Agra Highway (NH-3), located about 10 kms away from the existing office of Datamatics. The Company intends to build a campus in future. When the campus is built, it will be self-contained and will cater to all operational, training, recreational, accommodation and future expansion needs of the Company.

Puducherry

The Company commenced its operations in Puducherry in October 2011. Subsequently, in April 2012, the 350-seater state-of-the-art facility was inaugurated by Shri M. Chandhrakasu, the Hon. Industry and Commerce Minister of Puducherry. The Company plans to use this facility for its IT/ ITeS businesses.The Centre has approximately 275 staff members.

The above 2 Centres will strengthen the Company's resilience and will help the Company's thrust to open additional Delivery Centres in Tier II cities in the country. In India, the Puducherry Centre is the 6th Centre of Excellence for Datamatics, and the 3rd Centre in Southern India.

Global Outlook and Investments

Global companies are increasingly turning to offshore technology service providers in order to meet their needs for high quality, cost competitive technology solutions. As a result, spending in several IT categories is expected to expand and thus, the need to infuse investments in the infrastructure of the Company will increase.

During the year under review,your Company has made investments worth Rs. 503.10 million in its overseas subsidiaries and Rs. 129.20 million in its Indian subsidiary as on March 31,2012. Your Company has subscribed to 8,550,000 fully paid up Non-Cumulative Redeemable 8% Preference shares and 950,000 fully paid up ordinary shares of US$ 1 each of Datamatics Global Technologies Limited, its subsidiary in Mauritius.The Company also subscribed to 1,000,000 ordinary fully paid up shares of € 1 each of Datamatics Global Services GmbH, a company incorporated in Germany. The Company also subscribed to 112,920,000 8% Optionally Convertible Non-Cumulative Redeemable Preference shares of Rs. 10 each in Datamatics Software Services Limited, its Indian subsidiary.

Strategic Acquisitions and Alliances

1. Cybercom Datamatics Information Solutions

Your Company has a Joint Venture with Cybercom Group AB called Cybercom Datamatics Information Solutions Limited. Cybercom Group AB is headquartered in Sweden and has its wings spread across in China, Denmark, Finland, Poland, Romania and Singapore. The combined synergy of this venture is helping the Company achieve profitable growth and sustainable presence in the global market, particularly in Scandinavian countries.

2. CIGNEX Datamatics

We believe Open Source will be the next wave just as ERP was about a decade ago. Open Source eliminates the cost of software licenses and thereby reduces the investment in software development.This is invaluable in a global economy, going through a downturn. To meet our plans, the Company through its wholly owned subsidiary, acquired a majority controlling stake in the CIGNEX group of companies (CIGNEX), a global leader in commercial Open Source & SAP Connect solutions for over 10 years. CIGNEX Datamatics provides a bridge between the Open Source software developer and the end user. CIGNEX is headquartered in California and has offices in Colorado and Texas.

This acquisition follows a year after your Company entered into a Joint Venture partnership with CIGNEX. Post acquisition, CIGNEX has become a step-down subsidiary of your Company. The acquisition and collaboration with CIGNEX draws on historic and treasured legacy that both companies have earned, and has positioned us to achieve profitable growth. We expect CIGNEX to be a valuable component in our effort to accelerate our growth through strategic investments. It will increase the Company's global footprint. With a more robust portfolio, we are confident to be looked upon as a Company of choice and a preferred partner by our clients and customers.

3. Datamatics Vista Info Systems

Datamatics Software Services Limited,the domestic subsidiary of Datamatics Global Services Limited, acquired a controlling stake in Vista Info Systems Private Limited (Vista), an unlisted company specializing in the Embedded Systems space. The Bangalore-headquartered Vista has a significant presence in the embedded space and caters to delivery centres of large companies like Honeywell, Samsung, Philips, Visteon, etc. It has competencies in industries like automotive, aerospace, telecom and semiconductors. This acquisition is in line with the Company's growth plans for the Indian market and is in line with the Company's strategy to increase its presence in India, which is one of the key markets for us. We are confident that with combined synergies, we would be able to provide a cost-effective and valuable solution to our customers.

Other Significant Events

- Datamatics Global Services Limited has set up operations in Bosnia. Being a near-shore country, Bosnia is strategically located to provide European language support to the clients. In the first phase the Bosnian company has employed people proficient in the German language with plans to expand the team to include experts in Dutch, French, Spanish, Italian, Polish and Portuguese.

- Datamatics has entered into a partnership with MAIA Intelligence, a leading provider of Business Intelligence (Bl) software products. Datamatics will provide consulting, implementation, training and support for MAIA's award- winning 1 KEY suite of Bl solutions to customers globally.

- CIGNEX Datamatics, a step-down subsidiary of Datamatics Global Services Limited has partnered with lOgen, the company behind MongoDB. CIGNEX Datamatics is the global leader in implementing enterprise-level Open Source solutions and MongoDB is an Open Source, document- oriented database that has been designed to provide scalability as well as development agility.

Corporate Growth Strategy

Last year, the Company aligned its growth strategy to its core, which is, 'data & content management'. The Company's performance in the 2011 fiscal year and the strength with which we have entered the 2012 fiscal year demonstrates the success of this growth strategy through focused execution.

The Company's priority this year is to continue to emphasize on our core business and at the same time to capitalize on new growth opportunities that are being created in the area of big data,analytics, mobility, cloud computing, etc. Our strategic choices are:

Analytics & Big Data: With huge influx of data from multiple source points, big data & analytics are gaining traction in terms of demand, in both established and developing markets. We have partnered with IBM for its analytics suite of products & lOgen (Hadoop) for big data. We are already seeing good traction in this niche space and have a healthy pipeline of key opportunities.

Open Source initiative is another area that is continuously accelerating and attracting growth. Open Source is fast emerging as a platform of choice. We are in a very strong position to capitalize on this opportunity, as CIGNEX Datamatics, one of our subsidiary company is a leader in Open Source space.

Enterprise Content & Document Management: We continue to focus on Enterprise Content Management & Enterprise Document Management solutions. Our varied practices offering these solutions, viz. Open Source, DMS and Workflow (IMP) practices, all are having a good year and have built a strong pipeline. We expect to maintain this growth trend.

Digital Publishing & Retail: Our focus on Portals, eRetail and Digital Publishing are showing robust growth. We have acquired several strategic global accounts and are growing rapidly in this domain.

Integrated Solutions Model: Our integrated solutions model, effectively combining the IT & KPO services provides us a competitive edge and would be another critical element to our continued growth. Besides being a differentiator, this model has been appreciated by many of our customers.

Inorganic Growth: In addition to sustaining strong organic growth, the Company continues to look at strategic acquisitions that are akin to our business. We believe that this would enable us to expand our geographic presence and our capabilities more rapidly. Last year we made two acquisitions that have created new capabilities, led to geographical expansion and synergistic growth.

Account Management Program: We have introduced a program for account mining and cross selling of our services across our 300 clients, under the guidance of the Account Review Committee. During the year, we launched 'Client Partner Program'and 'Account Mining Program'. These have been well accepted by clients. We expect good results in growth and account penetration through these programs.

Intellectual Property Rights

" if protection of Intellectual Property begins to disappear, creative companies will disappear or never get started."

— Steve Jobs

The Company has a long tradition of nurturing creativity and innovation.To promote a strong culture of recognizing innovations, the Company has consistently focused on having Intellectual Property Rights.The Company's IP strategy seeks to build an effective portfolio of Intellectual Property Assets for future monetization, collaboration and risk mitigation.The Datamatics Logo is registered in India, the UK, the USA as well as in the European Union (EU) and its 27 member countries. The Datamatics word-mark is registered in India as a Trade Mark as well as a Service Mark. It is also registered in the UK and the EU and its 27 member countries. Your Company has succeeded in registering Datamatics word mark in Australia, China, Norway and Switzerland under World Intellectual Property Organization.

The Company recently registered "iQ" trade mark logo in Classes 9, 35 & 42 at the EU Trade Mark Registry. The iQ design and logo was also successfully registered in United States of America. The Company won a 2 year long battle against an US entity for protection of its brand name Datamatics. Our brand name is now adequately protected in the US geography also. D with G logo of Datamatics is already registered in the US, the UK and the EU and its 27 member countries and was also finally registered in India. During the year, your Company registered 2 Copyrights. This takes the total IPR wealth of the Company in terms of Copyrights as 17.

Subsidiaries

The Company has the following Indian subsidiaries (including the step down subsidiaries) as on March 31,2012:

1. Datamatics Software Services Limited

2. Datamatics Vista Info Systems Private Limited

3. CIGNEX Datamatics Technologies Private Limited

The Company has the following overseas subsidiaries (including the step down subsidiaries) as on March 31, 2012:

1. Datamatics Global Services, Inc. (US)

2. Datamatics Infotech Limited (UK)

3. Datamatics Technologies UK Limited (UK)

4. Datamatics Global Services GmbH (Germany)

5. Datamatics Global Technologies GmbH (Germany)

6. Datamatics Global Services Pty Limited (Australia)

7. Datamatics Global Technologies Limited (Mauritius)

8. Datamatics Global Technologies AG (Switzerland)

9. Datamatics Global Services GmbH d.o.o. in Bosnia, Switzerland

10. Datamatics Global Holding Corp (BVI)

11. CIGNEX Datamatics, Inc. (US)

12. CIGNEX Datamatics Pte. Limited (Singapore)

13. CIGNEX Global Holding Corp (BVI)

14. CIGNEX Technologies Ltd. (UK)

The Ministry of Corporate Affairs, Government of India, has granted a general exemption under Section 212(8) of the Companies Act, 1956 from the requirement to attach detailed financial statements of each subsidiary. In compliance with the exemption granted, we have presented summary financial information for each subsidiary. The detailed financial statments and the audit reports of each of the subsidiaries are available for inspection at the registered office of the Company during office hours between 11 am to 1 pm and upon written request from any shareholder. The Company will arrange to send the financial statements of subsidiary companies to such shareholder.

IPO Fund Utilization

Your Company completed its Initial Public Offer (IPO) and the Equity Shares were listed on the National Stock Exchange of India Limited (NSE) and Bombay Stock Exchange Limited (BSE) on April 12,2004.

The entire IPO proceeds were estimated to be utilized by the Company for the development and growth of business. The details are as follows:

(Rs. in Million) (Rs. in Million) Particulars As on March 31,2012 As on March 31,2011

Funds raised 935.00 935.00

Funds utilized

Expenses relating to IPO 60.87 60.87

Investment in Subsidiaries 146.00 146.00

Repayment of Secured Loans 64.74 64.74

Investment in Fixed Assets 47.00 47.00

Corporate purposes including strategic initiatives and acquisitions 616.40 471.78

Total 935.00 790.38

Balance unutilized (invested in Mutual Funds) - 144.62

Certifications

Your Company has received the following certifications during the year 2011-2012:

1. Compliance Certifications:

Certifications to various global standards and requirements are an outcome of the commitment of the management to meet or exceed the organization's objectives, requirements of customer as well as complying with regulations. They provide a structured way of continual improvement, which is very important in the given market conditions. Additionally, they provide common language between customers and suppliers, irrespective of market / geography segment. Above all, they motivate employees as they can "feel" the quality that they have built into products and services that they deliver.

Your Company has the following Certifications:

a) ISO 9001:2008

Your Company has been certified for ISO 9001:2008 certification for its quality management system. The certification was accomplished without any instance of non-compliance across your Company.

The ISO 9001:2008 certification specifies that a company needs to demonstrate an ability to consistently provide products and services that meet customer and applicable statutory and regulatory requirements. Such company should also aim to enhance customer satisfaction through the effective application of the system, including processes for continual improvement of the system and the assurance of conformity to customer and applicable statutory and regulatory requirements.

Your Company received this certification after a rigorous and extensive external audit carried out by DNV (Det Norske Veritas), an international independent company doing ISO certifications worldwide, via 300 offices in about 100 countries. DNV audits project and support functions based on their respective Internal Service Level Agreement (ISLA).To prepare for the audits, the corporate quality team conducted Internal Quality Audits (IQA) to ensure the quality compliance associated with every project and support functions.

b) SEI-CMMi (Dev) Ver 1.3 Level 3

Your Company has been successfully assessed for SEI-CMMi (Dev) Version 1.3 Level 3 for software development. The Mumbai and Ahmedabad Delivery Centres have been assessed for CMMi requirements by a third party assessment agency, KPMG. CMMi in software engineering and organizational development is a process improvement approach that provides organizations with the essential elements for effective process improvement. CMMi helps integrate traditionally separate organizational functions, set process improvement goals and priorities, provide guidance for quality processes,and provide a point of reference for appraising current processes. This assessment further validates our focus on robust processes and continual improvement.

c) ISO 27001

Your Company was re-certified for ISO 27001 Information Security Management System. The certificate is awarded by the STQC IT Certification Services, which functions under the Ministry of Communications and Information Technology, Government of India.

ISMS-certified offices of your Company are located in Mumbai (MIDC and SEEPZ-SEZ, Andheri - East), Chennai, Nashik, Ahmedabad, Bangalore, Gurgaon, Livonia and Burlington (USA).

The certification affirms the management's commitment towards an established Information Security Management System that fulfills the requirements of the standard, involving risk management and prevention of data security threats, risks, impacts and vulnerabilities. The system is constantly monitored and reviewed.

d) SSAE -16

Your Company's Finance & Accounting services have been certified for Statement on Standards for Attestation Engagements (SSAE) No. 16 by the American Institute of Certified Public Accountants (AICPA). This standard has replaced erstwhile SAS-70.The certification represents the in-depth audits carried out by an outsourcing service provider of the control objectives for the client organization. This SSAE 16 Audit is conducted and report certified by the independent 3rd party auditing firm, Deloitte and Touche.This is applicable to Mumbai, Nashik, Chennai and US locations.

e) HIPAA

Your Company has also been certified compliant to the requirements of Health Insurance Portability and Accountability Act (HIPAA) Title II. Compliance to these requirements validates the robust processes and controls around data security and privacy. Mumbai and Nashik locations are covered within the scope of this assessment.

This assessment was carried out by a 3rd party British Standards Institution (BSI).

2. Learning & Development:

Learning & Development (L&D) conducted the following programs during the year 2011-2012:

Eagle @ Datamatics: The Eagles @ Datamatics Program was flagged off in November 2011, with 22 Eagles, 5 mentors and a strong leadership team. Duration of the program was for 4 months and the entire team was divided into 5 groups. The objective of the program was to increase sales by doing cross- selling and penetrating more into the key accounts.This season of Eagles was regarded as a successful initiative as it helped the Company to venture into newer avenues. The topics identified during these products were Captive Centers, Smart Analytical Skills and ePM.

TNA (Training Need Analysis) based trainings for Datamatics: L&D put together the Training Need Analysis of the employees of Datamatics group companies on the basis of an appraisal conducted in FY 2011-2012.Training calendar was designed and focused on completion of TNA such that the required gap can be filled and at the same time employee satisfaction increases with respect to asked v/s attended trainings.

Nashik Trainee Model: L&D prepared new Nashik Student Trainee Model as a roadmap of training to be undergone by Student Regular (STR) in Nashik location.These trainings consist of induction, quality, soft skills and functional-job related training which trainees must undergo and upon successful completion, they can be taken as full-time employees at DGSL This is a one-year course which ends with an examination. Successful students are awarded the certificate for the course.

Project Management Preparatory Course (PMP): Being a REP (Registered Education Provider) for PMP, the 5-day training was scheduled in Mumbai, MIDC premises for those who are engaged in an activity that contributes to the management of a project, portfolio or program, as part of the project management profession.

Behavioral training programs: L&D team has bought dynamic change in the behavioral training programs that is getting launched every month such as Low Self Esteem: Mother of all Evils, MOJO - A Spirit to live, Apology Program, Vision Creation, Anger Management, Six Thinking Hats, Wisdom Tooth, Dress for Success (Men and Women separately), Work Life Balance, Diet Session, Yoga at Work, From Illness to Wellness, Be Confident- Be Successful, Session on Skin Care (only for women employees). Every program was accepted and appreciated by all the employee participants.

Team Building: During the year, L&D Team designed and delivered various programs to meet the training needs of professionals across various echelons within the organization. Such continuous training has created professionals who are trained on the latest technologies, tools and techniques, and who work as highly-cohesive, coordinated teams to meet the organization's vision and mission. Keeping this in mind apart from technical and behavioral programs L&D at your Company has designed Synergy - The Team Building Workshop which is an outbound program which follows the methodology of experiential learning.

SPIN Selling Skills & Account Strategy for Major Sales (ASMS):

ASMS was successfully flagged off for our Sales & Marketing Team in Sun City Hotel. This program teaches a combination of strategic concepts, planning processes and skills. Its over- riding objective is to ensure that trainees improve their effectiveness by integrating research theory into their real life selling strategy.

Learning & Development has clocked 166,952 man-hours in the year 2011-2012 as compared to 124,389 man-hours in the year 2010-2011.

Significant Awards & Achievements

- Datamatics won four prestigious awards in the 22nd World HRD Congress 2012, held at Taj Lands End, Mumbai. Datamatics also was conferred with two highly acclaimed awards - "Edward De Bono Award for Innovation in HR" and "Organisation with Innovative HR Practices" - at the Global HR Excellence Awards 2011-2012.

- Datamatics and Blue Star Limited, one of India's largest central air conditioning and commercial refrigeration company, were awarded with the 'CSI 2011 Award for Excellence in IT' during 46th Annual National Convention of Computer Society of India 2011. The Company was adjudged '1 st Runner up' in product/ manufacturing sector for Channel Partner Bill Processing System designed and developed as per requirements given by Blue Star Limited.

- Gujarat Electronics & Software Industries Association (GESIA) awarded CIGNEX Datamatics as the 'Best Software Company- Gujarat in the enterprise category' at its 5th Annual Award presentation ceremony on February 15,2012.

- CIGNEX Datamatics launched its fourth book on Alfresco - 'Alfresco Share'. Alfresco Share is a comprehensive guide for business users and content managers who can leverage dynamic site generation capabilities of Alfresco Share for better participation amongst enterprise personnel. This book focuses on business needs rather than technical syntax and builds a case study for an easier and practical understanding of Alfresco Share.

- CIGNEX Datamatics is ranked among the 100 best companies to work for in "India's Best Companies to Work for Survey 2011". The survey was conducted by The Great Place to Work Institute, India and India's leading financial daily, The Economic Times. The survey ranked companies on a combination of qualitative and quantitative data comprising of trust index and culture audit.

- Datamatics has been ranked amongst the top 20 leaders in financial services by IAOP in the insurance, banking and markets segment, a sub list of the Global Outsourcing 100 for service providers.

Dr. Chandra Mauli Dwivedi, President and Global Head HR,DGSL was honored with the prestigious "Pride of HR Profession Award" at the IPE Leadership Awards 2012. Ms. Shilpa Tawte, Head - Resourcing was also honored with the Leadership Award at the 8th Recruiting And Staffing Best In Class (RASBIQ Awards.

- Ms. Divya Kumat,Vice President - Legal and Company Secretary won the "Women Leaders in India Awards 2011". She was adjudged as the Leading Woman Company Secretary of the year 2011 in the 3rd edition of Women Leaders in India Awards.

Datamatics Women Connect

Women employees have shouldered responsibilities with elan in every sphere in this world. Women have successfully marked their presence in the corporate world and at the same time continue to manage personal and professional goals. Datamatics has always supported and valued the potential of women employees. With an aim to provide platform to our women employees to unleash their potential we have initiated a program "Datamatics Women Connect" exclusively for our women employees.

Asa part of this program, we have introduced an online networking platform, a portal with a women-centric focus which would allow the women employees to connect with each other in an hour of need. A platform to share their learnings, success stories, inspiring moments, discussions on thought provoking subjects or career related topics. Way to go Women Power.

Client Partnership Program

Technology transformation and ongoing economic turmoil both continue to pose challenges and bring changes in the corporate world. We need to reinforce our association with existing clients. We have made progress with our current key clients, but we need to do much more.To accelerate growth and take it to the next level of engagement, we have formed a core client partnership team.

This team is responsible for leveraging and exploring opportunities to grow business with our existing key clients. Our Client Partnership Program is driven by strategies, processes and systems with the client at the centre of the organisation. As a part of this process, there is a team of key personnel accountable for client engagement, while account/ delivery head are responsible for ensuring great customer experience. Satisfied customers are crucial to the continued success of our business. This is the main aim of this program.

Quality

Your Company continues to focus on quality. Your Company is the only I.T. Company to have won the International Asia Pacific Award for Quality for Services. 38 countries that included USA, Canada, Russia, Japan and Australia, countries that border the Pacific Ocean competed for this Award. This is a feather in the cap of your Company. Further significant initiatives of your Company towards quality are:

1) Six Sigma Initiative:

Six Sigma is a performance improvement methodology adopted by high-performing companies all over the world to make their processes efficient, robust and defect free and improve productivity and cost effectiveness exponentially.This methodology employs the cycle of Define, Measure, Analyze, Improve and Control abbreviated and better known as DMAIC to drive these improvements. Your Company's Six Sigma initiative saw 27 Six Sigma projects and 231 Kaizen Projects being implemented. These projects delivered significant benefits to the Company. 284 Six Sigma Projects and 1350 Kaizen Projects have been completed since the launch of this initiative.

The vigor of the previous year continued in accomplishing productivity and performance improvements through Six Sigma Initiatives. This initiative has under its umbrella all productivity improvements using the Six Sigma methodology, as well as using any other methodology and also Quick Hit projects, which are Kaizen type of improvements. In the last financial year, an overall benefit, including tangible and intangible benefits, of Rs. 36 million with an ROI of more than 200% was achieved through these performance improvement methodologies.

The Company already has about 10 Six Sigma Green Belt and 15 Six Sigma White Belt certified professionals along with 3 Six Sigma Black Belt and 1 Six Sigma Master Black Belt certified professionals. The Company spent over 4200 person hours of trainings around continuous improvement in the last financial year.

2) Certifications:

Last financial year, we also focused on bringing our Quality Management Systems as per the global benchmarks. In addition to the ISO 9001:2008 certification, we applied for CMMi Ver 1.3 Level 3 certification and we have been successfully assessed by SEI through KPMG. This certainly helps to bring our Quality Management Systems and Processes in line with the global best practices.

In addition, we have further strengthened our Information Security Management Systems (ISMS) by incorporating the guidelines of and getting certified for international and rigorous standards like SSAE 16 and HIPAA. Our ISMS is already certified for ISO 27001:2005.

3) Customer Satisfaction Tracking:

Last financial year, we also strengthened and streamlined the process and methodology to capture customer feedback, satisfaction and loyalty indices. This is a wholly automated process and it speeds up the entire process of capture and analysis of the feedback received from the customer. This is done once in a quarter and captures customer's feedback on a wide range of parameters that encompass each aspect of service excellence.

4) Metrics and Process Compliance Index:

Metrics is a concept of measuring Delivery Index for each Line of Business (LOB) and each Support Department. The Quality of all deliverables is monitored on a regular basis and a feedback is given to the Department Heads. This index not only provides the snapshot health of a LOB but also provides a mechanism to compare various LOBs. It incorporates the three key indicators of performance of any project viz Quality, Effort and Schedule adherence.Tracking and using the Delivery Index has helped the Company to focus on improving key processes.

In addition, regular process compliance checkups and speedy follow-ups on the corrective and preventive actions have helped us significantly to keep non-compliances in check and thereby reduce rework and defects at the source.

In order to create processes at par with global best practices, we have tied up with a number of global forums such as ISBSG, CSI and PMI to understand and benchmark ourselves against key metrics.This also involves a re-look and implementation of state-of-art processes and methodologies around requirements management, estimation, decision analysis and review processes and risk management. Our metrics are regularly re- visited and revised to incorporate the current performance levels as well as best-in-class levels.

Process Engineering

The R&D cell at Datamatics made a significant progress this year. There are several milestones achieved for its flagship product iQ and its variants.

The historical information is now being saved under the latest feature of knowledge management (KM) enabling the dynamic template creation automatically and auto correction. This has resulted in further savings from 15% to 40% in data capture stage.

There was a need felt to offer transaction based license and machine independent floating license and this was made possible this year yielding quick closures.

It implemented projects for some strategic local clients like - Deutsche Bank, Saint Gobain, Agility, Bluestar, HSL, Alfa Laval etc., making our domestic foot print stronger.

IQ was integrated with Open Source workflow Alfresco besides having already integrated with SAP, Oracle, Filenet, Documentum, Sharepoint and therefore it is expected to garner better attention across the globe.

We released iQ latest version 4.02 with security features and i-Mark got its updated version 4.02 with inbuilt OCR facility enabling runtime data capture.

Finally, we won recognition as one of our iQ and ePM implementation at Bluestar got an Award by Computers Society of India (CSI).

Share Capital

As on March 31,2012, the Paid-up Share Capital of the Company is Rs.294,746,685 divided into 58,949,337 equity shares of Rs.5/- each

fully paid up. During the year there has been no change in the Paid up Capital of the Company.

Directors

The Board recommended re-appointment of Mr. Rahul L. Kanodia, Mr. Sameer L Kanodia and Mr. Dileep C.Choksi.We seek your support in confirming their appointment as directors liable to retire by rotation. The Board of Directors re-appointed Mr. Rahul L. Kanodia as Vice- Chairman and CEO of the Company for a further period of five years with effect from February 22, 2012. This re-appointment is subject to the approval of the shareholders of the Company at the ensuing Annual General Meeting.

Auditors

M/s. Kanu Doshi Associates, Chartered Accountants, Mumbai, hold office until the conclusion of the forthcoming Annual General Meeting and have confirmed their eligibility and willingness to accept the office of the Auditors, if reappointed.

Information on Auditors' Observations

Observations of Auditors' in Point No. 4 (vi) of Auditor's Report regarding the non-provisioning for the diminution in the value of investments in the subsidiaries has been adequately explained in note 42 of Notes of Accounts. Moreover, during the year under review, the Company's subsidiaries in India, the UK, the USA and Australia have already witnessed a positive turnaround. The management is confident of turning around the other subsidiaries as well in near future. Hence, it is decided not to make any provision for diminution in the value of investment made in the overseas subsidiaries.

The other observations are self-explanatory and do not require to be further commented upon in this report.

Audit Committee

The Audit Committee of the Board of Directors reviews, acts upon and reports to the Board of Directors with respect to various auditing and accounting matters. The primary responsibilities of the Committee are compliance with legal and statutory requirements, auditing and accounting matters, integrity of company's financial statements, performance of Company's internal audit functions and accounting practices and review of related party transactions.

All the members of Audit Committee are Independent Directors and financially literate. Our CFO & Executive Director Mr. Vidur V. Bhogilal and other corporate officers make periodic presentations to the Audit Committee on various issues. The present Audit Committee of the Board comprises of Mr. R. K. Saraswat, Mr. Sudhir C. Deshpande and Mr. Shahzaad S. Dalai. Mr. R. K. Saraswat is the Chairman of the Committee.

Disclosure under Section 217(1)(E) of the Companies Act, 1956

I. Conservation of Energy

The information required in connection with conservation of energy, under section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, the Directors furnish herein below the required additional information:

(a) Conservation of Energy - Our Company being in IT & ITeS industry, our operations are not energy intensive. Adequate measures have been taken to conserve energy.

(b) There were no additional investments and proposals if any, being implemented for reduction of consumption of energy as the nature of your Company's operations entails a very low level of energy consumption.

(c) Impact of the measures at (a) and (b) above for reduction of energy consumption and consequent impact on the cost of production of goods - N.A.

(d) Total energy consumption and energy consumption per unit of production - N.A.

Form A: Form for disclosure of particulars with respect to Conservation of Energy

A Power and fuel consumption: NIL

B. Consumption per unit of production: NIL

II. Technology Absorption

Every effort is made by the Company to update the technological skills of its technical staff in order to ensure that they possess adequate skills to enable them to service the Company's clients.

Form B: Form for disclosure of particulars with respect to Technology Absorption etc.

I Research & Development (R&D): Your Company is predominantly a service provider and therefore has not set up a formal R&D unit. However, it continues to develop software tools and products in its existing delivery setup.

II Technology Absorption, Adaptation and lnnovation:Your Company has not imported any technology during the year under review other than purchase of software.

III. Foreign Exchange Earnings and Outgo

I Earnings in Foreign Exchange during the year: Rs. 1590.87 million

II Foreign Exchange outgo during the year: Rs. 128.29 million.

Corporate Governance

A report on Corporate Governance together with a certificate from the Auditors of the Company forms part of the Annual Report.

Employee Stock Option Plans (ESOP)

In the Annual General Meeting held on September 11,2011 for the financial year 2010-2011, the shareholders of the Company approved the proposal for modification and continuation of Key ESOP 2006,

General ESOP 2007 & Key ESOP 2007 schemes.These ESOP schemes were modified and new options were granted under Key ESOP 2006 and Key ESOP 2007.

The shareholders of the Company approved the proposal for introduction of new Key ESOP 2011 and new General ESOP 2011 schemes in the Annual General Meeting held on September 11, 2011 for the financial year 2010-2011. As on current date, the active ESOP schemes of the Company are Key ESOP 2006, General ESOP 2007, Key ESOP 2007, General ESOP 2011 and Key ESOP 2011.

The details of ESOP required to be provided as per clause 12 of the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are as per Annexure "A" to this report.

Human Resources Management

Your company strongly believes that its ability to maintain and continue its growth depends to a large extent on its strength in attracting, developing, motivating and retaining the talent. We believe that people are the most valuable asset of the Company as they contribute individually as well as collectively to the achievement of business objectives. Our Company's endeavor is to provide a work environment that encourages a positive attitude and superior performance. The key elements of your Company's human resource management strategy include talent acquisition, learning and development. Human Resource policies of the Company though business focused, are employee friendly, clear and concise, thereby providing employees with appropriate opportunities to grow professionally as well as personally.

The global manpower strength of your Company is approximately 4600 employees.

Employee Relations

'Josh' team of the Company is responsible for involving the organisation as a whole in several fun and joy activities. This team ensures that the activities in the organisation add to the productivity and morale of the human resource force in the Company. Maintenance of a cordial and supportive environment is a pre-requisite for the smooth functioning of any organization. This requires the management and the employees to fully understand and respect each other. Acting as a link between these two important entities, the role of dedicated 'employee relations' team is to build a healthy environment which is conducive to performance. On an ongoing basis, this team identifies and recommends to the management, necessary measures to maintain a positive climate and improve performance levels.

Training and Development go hand in hand for development and growth of the Employees. The strategic initiatives for talent development through learning and development programs and experimental learning ensure that the Company has right competencies in its workforce to meet business demand. Apart from providing new platforms for associates to enhance their business acumen,your Company has implemented various training programs to provide them with relevant industry exposure. The Company expended 166,000 training person hours during 2011 - 2012.

Rewards and recognition in the form of monetary and non- monetary benefits stimulate greater performance.We are constantly

recognizing and rewarding Employees who make a significant contribution to the Company's business. Our Reward system includes Spot Awards, Employee of the Month Award and also our Annual Awards. All of these Awards recognize outstanding and consistent performance. Employees who have served the Company for long duration are also felicitated.

Corporate Social Responsibility

We have christened our CSR initiatives as 'ASHA'. Acting responsibly has always been a part of our DNA and it remains an ongoing commitment. In the past, we have pioneered the unique 'Knowledge Associate' model, which has benefited a large section of our society. This program has been supporting capable and talented differently- abled professionals and those who otherwise were unable to grow professionally due to personal reasons.

We have identified the areas that we would like to focus viz., Employability & Environment. Realizing the criticality of these on the quality of life of the communities that we serve, we would like to support these two causes on a long-term basis.

To begin with, we have launched the following initiatives under Environment:

Grow Trees: GrowTrees.com is an official campaign partner of the United Nations Environment Program's Billion Tree Campaign & is also the official partner of WWF Cities for forest campaign. On employees' birthday, a tree is planted for the employee by Datamatics through Growtrees.com. An E-certificate is given to employees on their birthday. Till date we have planted 1170 trees.

RecycleKaro.com: RecycleKaro is a provider of recycling and renewable energy solutions. RecycleKaro collects paper from our various offices and in turn provide us with Notepads with DGSL branding and a pulping certificate. Till date, we have recycled 579 kgs of paper.

Under Employability as CSR focus: Our focus is to provide employability to underprivileged and differently abled people as part of Asha initiatives. Datamatics Global Services Limited recognizes the underutilized potential of the educated and skilled physically-challenged professionals. Such individuals have a tremendous zeal to learn and are highly motivated to succeed against all odds. Your Company has provided such individuals an opportunity to contribute to the organization's growth while ensuring that they too benefit through the Knowledge Associates (KA) program.

Datamatics has tied up with a non-governmental organization called NASEOH (National Society for Equal Opportunities for the Physically Handicapped) and Sujaya Foundation where nearly 20 physically- challenged individuals work as Knowledge Associates in the Outsourcing Management Team. Apart from these, nearly 200 KAs work from home.

Through the KA program, Datamatics has provided such individuals the satisfaction of being financially independent, thus improving their status in society. The program is tailor-made for individuals who cannot commit themselves to full-time employment or travel any distance to the place of work.

Datamatics has also enabled NGOs to provide opportunities for the physically-challenged by donating PCs to facilitate their IT set-up. Trainers from the organization visit the NGOs and homes of the KAs to conduct training and feedback sessions. In some instances, a mentor coordinator is stationed at the NGO for 3-6 months to coordinate training & hardware setup.

As professionals, Datamatics treats the physically-challenged KAs on par with other employees, while ensuring the project managers take extra care and show empathy while managing these KAs.

We have also launched a Payroll Giving Program, to mobilize corporate citizenship. This program would enable employees to donate a small part of their salary towards our CSR initiatives. It is completely voluntary, and employees have the option to change or discontinue their monthly contribution.

Go Green Initiative

Ministry of Corporate Affairs has recently permitted companies to send electronic copies of Annual Report, notices, etc. to the email ids of the shareholders. We have accordingly arranged to send soft copies of these documents to the email ids of the shareholders wherever applicable. In case any of the shareholders would like to receive physical copies of these documents, the same shall be forwarded on written request by the Company or by Registrars M/s. Datamatics Financial Services Limited.

Particulars of Employees

The particulars of employees as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, forms a part of this Report. However, in pursuance of Section 219(1)(b)(iv) of the Companies Act, 1956, this Report is being sent to all the shareholders of the Company, excluding the aforesaid information and the said particulars are made available at the registered office of the Company. Members interested in obtaining such particulars may write to the Company Secretary at the corporate office of the Company.

Acceptance of Fixed Deposits

The Company has not accepted any fixed deposits during the year.

Directors' Responsibility Statement

As required under Section 217(2AA) of the Companies Act, 1956, it is hereby stated that:

1. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of your Company at the end of the financial year and of the profit or loss of the Company for that period;

3. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities; and

4. the Directors have prepared the annual accounts on a going concern basis.

Acknowledgements

The Directors thank the Company's customers, suppliers, vendors, bankers,financial institutions, Central and State Government of India and Governments of various countries where we have our operations for their continued support during the year. We place on record our appreciation of the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support.

For and on behalf of the Board

Dr. Lalit S. Kanodia Chairman

Place: Mumbai Date : May 30,2012

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Mar 31, 2011

Dear Members,

The Directors take pleasure in presenting the Twenty Third Annual Report together with the Audited Accounts of your Company for the Financial Year ended March 31,2011.

FINANCIAL RESULTS

Your Company's operating performance for the year ended March 31, 2011 as compared to the previous financial year ended March 31,2010 is summarized below:

(Rs in million) (Rs in million) Consolidated Standalone

2010-2011 2009-2010 2010-2011 2009-2010

Gross Income 2,919.94 2,754.94 1,545.19 1,445.44

Profit before tax 224.41 263.67 218.81 277.32

Less: Provision for Taxation 16.42 41.75 6.20 34.01

Profit after tax 207.99 221.92 212.61 243.31

Dividend on Equity Shares (Including Dividend Tax) 70.97 85.92 51.38 85.92

Balance brought forward from the previous year 217.02 137.18 516.21 408.82

Surplus carried to Balance Sheet including General Reserve 354.03 273.18 677.44 566.21

DIVIDEND

Your directors recommend final dividend of Rs 0.75 per share to be appropriated from the profits of the financial year 2010-2011.

TRANSFER TO RESERVES

The Company has transferred Rs 50.00 million to the General Reserve out of the amounts available for appropriations. An amount of Rs 627.44 million is proposed to be retained in the Profit and Loss Account.

PERFORMANCE OVERVIEW

During the year under review, Company's revenues (on a standalone basis), increased to Rs 1,545.19 million from Rs 1,445.44 million in 2009-10. The consolidated revenues also registered a growth of 5.99% by increasing to Rs 2,919.94 million in 2010-11 from Rs 2,754.94 million in 2009-10. The standalone profit after tax was at Rs 212.61 million as against the previous years' profit after tax of Rs 243.31 million. The consolidated profit after tax was Rs 207.99 million as against Rs 221.92 million for the previous year. The decline in profit after tax was due to foreign exchange fluctuation coupled with modest increase in revenues and increase in employee costs.

DATAMATICS DELIVERY CENTRE OF EXCELLENCE, NASHIK

The Datamatics Delivery Centre of Excellence at Nashik is housed in a 56,500 square feet building named as 'Suyojit Datamatics Knowledge Centre' situated on the Mumbai- Nashik highway. The total employee strength based in the centre increased from 560 as on March 31, 2010 to 650 as on March 31, 2011. The Centre witnessed improvement in repeat business and commendations from the customers. The projects delivered from the Centre met 100% of their time and quality objectives and were managed by Company's teams based at Nashik, Mumbai and Livonia, USA. The Centre is ISO 27001 - certified for meeting information security and management systems standards.

During the year under review, the Company quadrupled capacities of training facilities at its Nashik Centre of Excellence. From the earlier three training rooms with a total capacity of 42 seats, the Centre now has five training rooms, including a 60-seater auditorium, with a total capacity of over 180 seats.

In addition, a new guest house named 'Casa Datamatics' has been commissioned at Nashik. The spacious 5,732 square feet four-storey building with modern amenities has a capacity to accommodate 28 guests.

INVESTMENT IN OVERSEAS SUBSIDIARIES

Your Company has successfully managed to establish in Mauritius as a Category 1 Global Business License Company under the Companies Act, 2001. Your Company had already infused initial capital of Rs 56.24 million in Datamatics Global Technologies Limited, Mauritius.

During the year under review, your Company has made investments worth Rs 22.36 million in its overseas subsidiaries by subscribing to 1,700,000 fully paid Non Cumulative Redeemable 8% Preference shares of Datamatics Global Technologies Limited, a Company incorporated in Mauritius.

We are pleased to share that the Company's U.S. Subsidiary i.e. Datamatics Global Services, Inc. has been turnaround resulting in a profit before tax of $ 399,975 as compared to previous year's loss of $ 542,571.



SIGNIFICANT EVENTS

Bosnia

Datamatics Global Services GmbH, a wholly owned subsidiary of your Company has successfully registered its 100% subsidiary in Bosnia named Datamatics Global Services GmbH d.o.o., thereby expanding German operations in Switzerland.

United Kingdom

The two subsidiaries of your Company, namely, Datamatics Technologies UK Limited and Datamatics Infotech Limited, entered into a slump sale agreement for transfer of business and assets as on March 31,2011.

Intellectual Property Rights

As a strategy to ensure sustainable means of wealth creation, your Company has consistently focused on creating products having Intellectual Property Rights. Your Company has 8 (Eight) Copyrights registered for its proprietary processes. Datamatics Logo is registered successfully in UK, US and also in European Union's (EU) 27 member countries. Datamatics word mark is registered in India as a Trade Mark as well as a Service Mark. It is also registered in UK and EU and its 27 member countries. Your Company has succeeded in registering DATAMATICS word mark in Australia, China, Norway and Switzerland under World Intellectual Property Organization. Recently your Company registered its Trade Mark 'homes-Hosted Meter Solution' in the EU and its 27 member countries.

Branding Exercise

Your Company has a new brand identity and website. This change has been brought about to take your brand to the next level of marketing excellence. The logo has a contemporary look-and-feel, symbolizing the Company's global aspirations. The new logo, while continuing to have the original brand mark with 'G' written inside 'D', will have DATAMATICS in capital letters. Besides the new logo, the new tagline reads'Next Generation Solutions'.

The new logo is as follows:

In sync with the new brand identity, your Company also has a improved corporate website. The website content and look and feel positions your Company as a provider of smart, next generation solutions. The website content is now more customer-centric and solution-focused.

SUBSIDIARIES

The Company has one Indian subsidiary, Datamatics Software Services Limited.

The Company has the following foreign subsidiaries as on March 31,2011:

1. Datamatics Global Services, Inc. (US).

2. Datamatics Infotech Limited (UK).

3. Datamatics Technologies UK Limited (UK).

4. Datamatics Global Services GmbH (Germany).

5. Datamatics Global Services Pty Limited (Australia).

6. Datamatics Global Technologies Limited (Mauritius).

7. Datamatics Global Technologies AG (Switzerland).

The Company's Switzerland subsidiary i.e. Datamatics Global Technologies AG has its own subsidiary in Germany named as Datamatics Global Technologies GmbH. The Company's German subsidiary i.e. Datamatics Global Services GmbH has its own subsidiary with the name Datamatics Global Services GmbH d.o.o. in Bosnia, Switzerland.

As per Section 212 of the Companies Act, 1956, the Company is required to attach the Directors' Report, Balance Sheet, and Profit & Loss Account of its subsidiaries. The Ministry of Corporate Affairs, Government of India vide its Circular No. 2/2011 dated February 8, 2011 has granted an exemption to companies from complying with Section 212, provided such companies publish the Audited consolidated financial statements in the Annual Report. Accordingly, the Annual Report 2010-2011 contains the summary of financial statements of our Company's subsidiaries duly audited by its respective statutory auditors. Relevant information for each subsidiary has been disclosed in the consolidated balance sheet.

We hereby undertake that annual accounts of subsidiary companies and the related detailed information shall be made available to shareholders of holding and subsidiary companies seeking such information at any point of time. The Annual Accounts of subsidiary companies shall be kept for inspection by any shareholders in the registered office of the Holding Company and of the subsidiary companies. We shall furnish the hard copies of details of accounts of subsidiaries to any shareholder on demand within a reasonable period of time.

JOINT VENTURE

Your Company has an existing Joint Venture Agreement named Cybercom Datamatics Information Solutions with Cybercom Group Europe AB.

During the year under review, Datamatics Global Services, Inc., the U.S. subsidiary of your Company and CIGNEX Technologies, Inc. the U.S. subsidiary of CIGNEX Global Holding Corporation, provider of commercial Open Source solutions globally, announced the creation of a Joint Venture called "Datamatics CIGNEX, LLC:

This Joint Venture will market innovative, next-generation Open Source solutions to enterprises globally.

The economic turmoil has highlighted the benefits of Open Source software, which offers credible alternatives to high- cost, proprietary enterprise applications at a fraction of the cost without recurring high upgrade and maintenance costs of enterprise applications. This Joint Venture will leverage the domain and technology strengths of both organizations to address the business challenges of customers worldwide.

IPO FUND UTILIZATION

During the previous year and current year, the Company has capitalised property at Nashik and its infrastructure development cost. The below amount includes advance against capital expenditure of Rs 164.59 million (P.Y Rs 64.68

million). The investment ofRs 78.61 million (P.Y. Rs 56.24 million) made in Subsidiaries at Mauritius is also included below:

(Rsin million)

Particulars Proposed Actual Balance utilization utilization amount of funds as of funds available stated in as on prospectus March 31, 2011

Investment in subsidiaries & Associates 146 146 Nil

Repayment of Secured Loans 99 65 34

Investment in Fixed Assets 47 47 Nil

Corporate purposes including strategic initiatives and acquisitions 568 472 96

Issue expenses 75 61 14

Total 935 791 144



SIGNIFICANT ACHIEVEMENTS

1. Microsoft Gold Certification

Gold Certified Partners are the top level of Microsoft solutions partners and have access to the tools and support they need to help them stand out in the market place. As a Microsoft Gold Certified body, a Company can have the opportunity to build the closest working relationship with Microsoft and are guaranteed, at minimum, telephone-based account engagement from Microsoft, along with other top-level benefits such as a priority listing in the Microsoft Resource Directory. During the year, your Company received the highest Microsoft Gold Certification for the Custom Development Solution and Information Worker Solution. The benefits associated with the certification are access to the tools and support that partners need to help themselves stand out in the marketplace. At this level, we have the opportunity to build a close working relationship with Microsoft. Also, we receive several software licensing and support benefits like training, subscription and promotion. This relationship allows us to get technical resolutions quickly with Microsoft expertise.

2. IBM PartnerWorld Advanced

The term 'Advanced level Business Partner' implies demonstration of a high level of skills and market success. It means commitment to maintain a prosperous business relationship with IBM. IBM upgraded its partnership with your Company to Advanced. As a result, the benefits have also expanded.This also means thatyour Company can now leverage the incremental resources of the PartnerWorld Industry Networks and help to generate more leads and accelerate sales. With IBM PartnerWorld Advanced, your Company will have accessibility to IBM business intelligence reports and with partnership programs the partners are known worldwide, enabling global visibility for Datamatics through IBM partner programs.

3. Datamatics-Jahia Partnership

Jahia, a premier provider of Web Content Integration software combining web, document and portal features, entered into a strategic partnership with your Company. Your Company will now provide cost-effective and scalable content management solutions for international organizations. The two companies share a strong commitment to corporate social responsibility, including open source and Java development. Your Company will partner Jahia on projects for international, humanitarian and healthcare organizations.

4. Excellence Award Certificate for Innovation

Your Company's Telecom & Embedded Engineering Services received the Excellence Award Certificate for Innovation at ACREX India 2010 for i-AC for embedded software that makes window air conditioners intelligent. The Competition included 250 companies like ABB, Larsen & Toubro, Bajaj, Carrier, Daikin, Emerson Network, Hitachi Home, Honeywell, LG, Lucas TVS, Mitsubishi and Pidilite.

ACREX India is the largest international exhibition and conference catering to the air conditioning, refrigeration, ventilation and building services'industries.This exhibition happens only once in 2 years. Datamatics showcased i-AC along with its partner Shanti Engineering.

i-AC is an innovative endeavor towards making a Green Earth. Both corporate and individual consumers using i-AC can save up to 20% of energy used by their ACs. It uses infra-red sensors to detect the presence of people in a room and accordingly directs air. It can also switch between Air Conditioner and Fan according to the room's temperature variations. It also controls the ceiling fan's speed.

5. Special Butler Audit Report

Butler analysts do a rigorous analysis of the technology or product in focus keeping in view of the demand trends, comparing it with similar products in the markets and assessing its ability to address buyer needs. A report is published only for a product that the analyst believes offers significant differentiated value to buyers. The report covers the product's features and benefits and also business value offered by the product to its users. The Datamonitor Group has released a special Butler Audit Report on Datamatics iQ™, one of Datamatics'innovative platforms for intelligent information management.

6. Datamatics' customer won the InformationWeek EDGE - Enterprises Driving Growth and Excellence (using IT) Award

Finolex, a Datamatics customer won the InformationWeek EDGE award in the category of "Enterprises Driving Growth & Excellence Using IT" Datamatics intelligent solution framework deployed by Finolex is a key driver for the breakthrough business benefits that Finolex enjoys today, thus demonstrating the innovative use of IT that helped win the award.

7. GS100 - Listing among Top 20 industry specific BPO providers globally

Datamatics has been listed among Global Services 100 listing, which is a significant international recognition, considering Datamatics has been listed among TOP 20 Industry Specific BPO providers globally.

8. IAOP Global 100 - Listing among global listing of "Best 20 Companies by Service Provided - Financial Management Services

The International Association of Outsourcing Professionals (IAOP) has listed Datamatics among the global listing of "Best 20 Companies by Service Provided - Financial Management Services';

9. Received Global HR Strategy Award & HR Leadership Award at Asia's Best Employer Brand Awards 2010

Your Company has won the Global HR strategy Award while Dr. C. M. Dwivedi, President and Global HR Head, received the 'Most Powerful HR Professionals of India' and 'HR Leadership' awards. The awards were presented at the Asia's Best Employer Brand Awards 2010 held on July 23, 2010 at Singapore. The awards are particularly remarkable as there were over 29,000 entries from 35 countries and competition included LG, Microsoft, Infosys, ICICI, IBM, GE, Google, Yahoo, Tech Mahindra, TCS, Cisco etc.

10. Nominated for global ESOMAR Excellence Award

Mr. Sandeep Arora, Head - Research & Analytics Business Unit has been nominated as the Country Representative of ESOMAR for India. ESOMAR is one of the largest

and most reputed global industry associations in the field of Market Research. Mr. Sandeep Arora's research paper titled "Billion Dollar Baby" on deploying Mobile Technology was nominated for ESOMAR Excellence Award globally.

QUALITY

Your Company continues to focus on quality. Earlier your Company was the only I.T. Company to have won the International Asia Pacific Award for Quality for Services. 38 countries that included USA, Canada, Russia, Japan and Australia, countries that border the Pacific Ocean had competed for this Award. This is a feather in the cap of your Company. The significant initiatives of your Company towards quality are:

1. Six Sigma Initiative

Six Sigma is a performance improvement methodology which is adopted by high-performing companies all over the world to make their processes efficient, robust and defect free and improve productivity and cost effectiveness exponentially. This methodology employs the cycle of Define, Measure, Analyze, Improve and Control. This process is better known as DMAIC. Your organization's Six Sigma initiative saw 26 Six Sigma projects and 179 Quick Hit Projects being implemented. These projects delivered significant benefits to the Organization. 257 Six Sigma Projects and 1101 Quick Hit Projects have been completed since the launch of the initiative.

The vigor of the previous year continued in doing Productivity and Performance improvements through Six Sigma Initiatives. The initiative takes under its cap all productivity improvements using the Six Sigma methodology, as well as using any other methodology, and also Quick Hit projects, which are Kaizen type of improvements. In the last financial year, an overall benefit, including tangible and intangible benefits, of Rs 38 million with an ROI of more than 200% was achieved through these performance improvement methodologies.

2. Metrics

Metrics is a concept of measuring Delivery Index for each Line of Business (LOB) and each Support Department. The Quality of all deliverables is monitored on a regular basis and a feedback is given to the Department Heads. This index not only provides the snapshot health of a LOB but also provides a mechanism to compare various LOBs. It incorporates the three key indicators of performance of any project viz Quality, Effort and Schedule adherence. Tracking and using the Delivery Index has helped the Organization significantly to focus on improving key processes.

PROCESS ENGINEERING

Process cell continued doing its research and development to innovate new products and technologies and created various solutions around its products this year, which are well received in the market.

There was a need to build process specific solutions around its state of art technologies meeting specific requirements of Datamatics clients. The intelligent data extraction tools were therefore complimented with workflow enabling their customer to derive maximum efficiency and higher accuracy. It was then supported by ERP integration tools and archival and retrieval solutions.

This solution is finding much wider acceptance, as they are addressing the exact needs of the customer and are easy and quick to implement. Datamatics is projected to be one of the leaders in back office automation and their solutions enable the clients to bring down expenses by certain percentage.

The clientele included some prestigious international and domestic names. Some of the large industry leaders from various segments like manufacturing, media, telecommunication, banks and insurance agreed to have Datamatics solutions implemented in their offices for deriving maximum benefits and enable better process control.

Process cell also developed its open office based OCR engine.

SHARE CAPITAL

As on March 31,2011, Paid-up Share Capital of the Company is Rs 294,746,685 divided into 58,949,337 equity shares of Rs 5/- each fully paid up. During the year there has been no change in the Paid up capital of the Company.

DIRECTORS

Mr. Shahzaad Dalai and Dr. Habil F. Khorakiwala retire by rotation and being eligible offer themselves for reappointment. Mr. Dileep Choksi was appointed as an Additional Director with effect from February 9, 2011. He holds office upto the date of conclusion of ensuing Twenty Third Annual General Meeting of the Company. The Company has received notice from members proposing the candidature of Mr. Dileep Choksi as a Director of the Company in terms of Section 257 of the Companies Act, 1956.

AUDITORS

M/s. Kanu Doshi Associates, Chartered Accountants, Mumbai, hold office until the conclusion of the forthcoming Annual General Meeting and have confirmed their eligibility and willingness to accept the office of the Auditors, if reappointed.

INFORMATION ON AUDITORS'OBSERVATIONS

Observations of Auditors in Point No. 4 (vi) of Auditor's Report regarding the non-provisioning for the diminution in the value of investments in the subsidiaries has been adequately explained in note 2(vii) of Schedule N of Notes to Accounts. However it is further clarified that though the net worth of these overseas subsidiaries has declined, the management is confident of turning around the subsidiaries in near future. Hence it is decided not to make any provision for diminution in the value of investment made in the overseas subsidiaries. The other observations are self explanatory and need not be required to be further commented in this report.

AUDIT COMMITTEE

The present Audit Committee of the Board comprises of Mr. R. K. Saraswat, Mr. Sudhir Deshpande and Mr. Shahzaad Dalai. Mr. R. K. Saraswat is the Chairman of the Committee.

DISCLOSURE UNDER SECTION 217(1)(e) OF THE COMPANIES ACT, 1956

I. CONSERVATION OF ENERGY

The information required in connection with conservation of energy, under Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, the Directors furnish herein below the required additional information:

(a) Conservation of Energy - Our Company being in IT & ITeS industry, our operations are not energy intensive. Adequate measures have been taken to conserve energy.

(b) There were no additional investments and proposals if any, being implemented for reduction of consumption of energy as the nature of your Company's operations entails a very low level of energy consumption.

(c) Impact of the measures at (a) and (b) above for reduction of energy consumption and consequent impact on the cost of production of goods - N.A.

(d) Total energy consumption and energy consumption per unit of production - N.A.

FORM A: FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY

A. Power and fuel consumption: NIL.

B. Consumption per unit of production: NIL.

II. TECHNOLOGY ABSORPTION

Every effort is made by the Company to update the technological skills of its technical staff in order to ensure that they possess adequate skills to enable them to service the Company's clients.

FORM B: FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO TECHNOLOGY ABSORPTION ETC.

I. Research & Development (R&D): Your Company is predominantly a service provider and therefore has not set up a formal R&D unit. However, it continues to develop software tools and products in its existing delivery setup.

II. Technology Absorption, Adaptation and Innovation: Your Company has not imported any technology during the year under review other than purchase of software.

CORPORATE GOVERNANCE

A Report on Corporate Governance together with a certificate from the Auditors of the Company forms part of the Annual Report.

EMPLOYEE STOCK OPTION PLANS (ESOP)

Continuation of Key ESOP 2006, Key ESOP 2007 and General ESOP 2007

In the Key ESOP 2006, out of 2,00,000 options 1,80,000 options were initially granted. However due to resignation of certain key employees 97,500 options were lapsed and added back to the total available options. Further, out of the above, only 82,500 options were vested and the entire 82,500 options were exercised. As per resolution passed in the AGM held on July 26, 2006, it was mentioned that upon approval of any new Key Employee stock option plan, the existing Key ESOP 2006 shall lapse.

As per resolutions passed in the AGM held on September 28, 2007 for Key and General ESOP 2007, it was mentioned that upon approval of any new General/Key Employee stock option plan, the existing Key/General employee stock option plan shall lapse.

Your approval is required for the partial modification of the above mentioned resolutions passed giving effect to the continuation of Key ESOP 2006, Key ESOP 2007 and General ESOP 2007 upon introduction of new ESOP schemes.

Introduction of new Key Employee Stock Option Plan 2011 and new General Employee Stock Option Plan 2011

The Compensation Committee in its meeting held on May 27, 2011 proposed the introduction of a new Key ESOP plan 2011 and subsequently, the Board of Directors have accorded their consent in its meeting held on May 27, 2011 for the introduction of new Key and General ESOP 2011. Your approval is required for the said scheme in the ensuing AGM.

The details of Key ESOP 2006 and Key and General ESOP 2007 required to be provided as per clause 12 of the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are as per Annexure "A" to this report.

HUMAN RESOURCES MANAGEMENT

We believe that people are the most valuable asset of the Company as they contribute individually as well as collectively to the achievement of business objectives. Your Company's endeavor is to provide suitable work environment that encourages positive attitude and superior performance. Human Resource policies of the Company though business focused, are employee friendly, clear and concise, thereby providing employees with appropriate opportunities to grow professionally as well as personally.

The global manpower strength of your Company is 3,130 employees.

EMPLOYEE RELATIONS

Maintenance of a cordial and supportive environment is a prerequisite for the smooth functioning of any organization. This requires the management and the employees to fully understand and respect each other. Acting as a link between these two important entities, the role of the dedicated 'employee relations' team is to build a healthy environment which is conducive to performance. On an ongoing basis, this team identifies and recommends to the management, necessary measures to maintain a positive climate and improve performance levels. Involving the organization as

a whole in several fun & joy activities in the name of 'Josh', this team ensures that the activities in the organization adds to the productivity and morale of the work force in the entity.

Training and Development are keys to the development and growth of employees. Training needs constant identification of employees current knowledge and skills vis-a-vis their skills required for the job. The gaps if any are met through training programs published in the calendar. These programs include Workshops, Seminars, Webinars, etc.

Internal Training Programs are encouraged, since we believe teaching is the best form of learning. The Company expended 1,24,355 training person hours during 2010-11.

Rewards and recognition in the form of monetary and non- monetary benefits stimulate greater performance. We are constantly recognizing and rewarding employees who make a significant contribution to the Company's business. The Reward system includes Spot Awards, Employee of the Month and also Annual Awards. All of these Awards recognize outstanding and consistent performance. Employees who have served the Company for long duration are also felicitated.

CORPORATE SOCIAL RESPONSIBILITY

Datamatics Global Services Limited has recognized the underutilized potential of the educated and skilled physically- challenged professionals. Such individuals have a tremendous zeal to learn and are highly motivated to succeed against all odds. Your Company has provided such individuals an opportunity to contribute to the organization's growth while ensuring that they too benefit through the Knowledge Associates (KA) programme.

Datamatics has tied up with a non-governmental organization called NASSEOH (National Society for Equal Opportunities for the Physically Handicapped) and Amar Seva Sangam where nearly 60 physically-challenged individuals work as Knowledge Associates in the Outsourcing Management Team. Apart from these, nearly 20 KAs work from home.

Through the KA programme, Datamatics has provided such individuals the satisfaction of being financially independent, thus improving their status in society. The programme is tailor-made for individuals who cannot commit themselves to full-time employment or travel any distance to the place of work.

Datamatics has also enabled NGOs to provide opportunities for the physically-challenged by donating PCs to facilitate their IT set up. Trainers from the organization visit the NGOs and homes of the KAs to conduct training and feedback sessions. In some instances, a mentor co-coordinator is stationed at the NGO for 3-6 months to coordinate training & hardware setup.

As professionals, Datamatics treats the physically-challenged KAs at par with other employees, while ensuring the project managers take extra care and show empathy while managing these KAs.

GO GREEN INITIATIVE

Very recently the Ministry of Corporate Affairs, Government of India, through its Circular Nos. 17/2011 and 18/2011 dated April 21, 2011 and April 29, 2011 respectively, has allowed companies to send the annual reports and other official documents to their shareholders electronically as part of its green initiatives in Corporate, provided the e-mail address of the shareholder is obtained by the Company from the shareholders.

This action of the Ministry will benefit the society at large through reduction in paper consumption and contribution towards a Greener Environment. It will also ensure prompt receipt of communication and avoid loss in postal transit.

Keeping in view the above, your Company proposes to send documents such as the Notice of the Annual General Meeting, Audited Financial Statements, Directors' Report, Auditors' Report, etc., henceforth to the shareholders in Electronic Form, to the e-mail address provided by them and/or made available to the Company by the Depositories.

All the shareholders who hold their shares in physical form and whose e-mail address are not available with the Company, may if they wish to receive the Annual Report in electronic form, log on to the URL mentioned below and register their e-mail address.

URL: http://www.datamatics.com/shareholder/emailupdate

The Company solicits active cooperation of shareholders in helping to implement the e-governance initiatives of the Government.

PARTICULARS OF EMPLOYEES

The particulars of employees as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, forms a part of this Report. However, in pursuance of Section 219(1)(b)(iv) of the Companies Act, 1956, this Report is being sent to all the shareholders of the Company, excluding the aforesaid information and the said particulars are made available at the registered office of the Company. Members interested in obtaining such particulars may write to the Company Secretary at the corporate office of the Company.

ACCEPTANCE OF FIXED DEPOSITS

The Company has not accepted any fixed deposits during the year.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956, it is hereby stated that:

1. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of your Company at the end of the financial year and of the profit or loss of the Company for that period;

3. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities; and

4. the Directors have prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENTS

The Directors thank the Company's customers, suppliers, bankers, financial institutions, Central and State Government and shareholders for their consistent support to the Company. The Directors also sincerely acknowledge the significant contribution made by all the employees of the Company and its subsidiaries during the year under review.

For and on behalf of the Board

Dr. Lalit S. Kanodia Chairman

Place : Mumbai

Date : May 27,2011

---

Mar 31, 2010

The Directors take pleasure in presenting the Twenty Second Annual Report together with the Audited Accounts of your Company for the Financial Year ended March 31, 2010.

FINANCIAL RESULTS

Your Companys operating performance for the year ended March 31, 2010 as compared to the previous financial year ended March 31, 2009 is summarized below:



(Rupees in Millions) (Rupees in Millions)

Consolidated Standalone

2009-10 2008-09 2009-10 2008-09

Gross Income 2,754.94 3,106.92 1,445.44 1,701.21

Profit before tax 263.67 329.08 277.32 326.45

Less: Provision for Taxation 41.75 53.73 34.01 48.53

Profit after tax 221.92 275.35 243.31 277.91

Dividend on – Equity Shares (Including Dividend Tax) - 0.03 - 0.03

Proposed Dividend on Equity Shares (Including Dividend Tax) 85.92 86.15 85.92 86.15

Dividend on – Preference Shares (Including Dividend Tax) - 20.72 - 20.72

Balance brought forward from the previous year 137.18 18.75 408.82 287.82

Surplus carried to Balance Sheet including General Reserve 273.18 187.18 566.21 458.82



DIVIDEND

Your directors recommend final dividend of Rs. 1.25 per share to be appropriated from the profits of the financial year 2009-2010.

TRANSFER TO RESERVES

The Company has transferred Rs. 50 million to the General Reserve out of the amounts available for appropriations. An amount of Rs. 602.14 million is proposed to be retained in the Proft and Loss Account.

BUSINESS

During the year under review, on a standalone basis, revenue declined from Rs. 1,701.21 million to Rs. 1,445.44 million. The consolidated revenue also reduced from Rs. 3,106.92 million to Rs. 2,754.94 million. The standalone profit after tax was at Rs. 243.31 million as against the previous years profit after tax of Rs. 277.91 million. The consolidated profit after tax was Rs. 221.92 million as against Rs. 275.35 million for the previous year.

DATAMATICS DELIVERY CENTRE OF EXCELLENCE, NASHIK

The Datamatics Delivery Centre of Excellence at Nashik is housed in a 55,000-square feet building named as "Suyojit Datamatics Knowledge Centre" situated on the Mumbai-Nashik highway. Its manpower strength has increased to 560 as on March 31, 2010.

This year too, the Centre saw repeated business and commendations from the customers. The projects delivered from the Centre met 100% of their time and quality objectives, and were managed seamlessly by teams based at Nashik, Mumbai and Livonia, USA.

The Centre is ISO 27001 – certified for meeting information security and management systems standards.

Your Company has finalized the purchase of residential premises in Nashik for guest house purposes of about 8,000 sq. ft.

INVESTMENT IN OVERSEAS SUBSIDIARIES

During the year under review, your Company infused capital of Rs. 56.24 million in Datamatics Global Technologies Limited, Mauritius. The Company has made investments worth Rs. 767.75 million in its overseas subsidiaries as on March 31, 2010.

SIGNIFICANT EVENTS

1. Acquisition of BSS Accelerators Kernel Programs of Devoteam Danet GmbH

During the year under review, Datamatics Global Technologies AG [Companys wholly owned subsidiary in Switzerland] acquired the BSS Accelerators Kernel Programs and all transferable rights in the Customer Specific BSS Accelerators Software from Devoteam Danet GmbH, a German IT consulting and services company. The solution automates individual business processes, from order entry to payment collection for telecommunications operators and utility organizations such as integrated service delivery, billing and settlement, mediation and output management. The acquisition will further strengthen the Companys portfolio.

2. Incorporation of Datamatics Global Technologies GmbH

In order to better serve the existing customers of Devoteam Danet GmbH, Datamatics Global Technologies AG incorporated a wholly owned subsidiary in Germany, under the name and style of "Datamatics Global Technologies GmbH". Since Datamatics Global Technologies AG is a wholly owned subsidiary of Datamatics, Datamatics Global Technologies GmbH is also a subsidiary of Datamatics pursuant to the provisions of section 4(c) of the Companies Act, 1956.

SUBSIDIARIES

The Company has the following foreign subsidiaries as on March 31, 2010:

1. Datamatics Global Services, Inc. (US).

2. Datamatics Infotech Limited (UK).

3. Datamatics Technologies UK Limited (UK).

4. Datamatics Global Services GmbH (Germany).

5. Datamatics Global Technologies GmbH (Germany).

6. Datamatics Global Services Pty Limited (Australia).

7. Datamatics Global Technologies Limited (Mauritius).

8. Datamatics Global Technologies AG (Switzerland).

The Company has received an exemption from the Central Government under Section 212(8) of the Companies Act, 1956 with regard to attaching the balance sheet, profit and loss account and other documents of the subsidiaries for the year ended March 31, 2010. The accounts of the subsidiaries will be made available for inspection by any member of the Company at its registered office and also at the registered office of the concerned subsidiaries. The accounts of the subsidiary companies will be made available to the members upon receipt of request from them. The summary of the key financials of the Companys subsidiaries is included in this annual report.

JOINT VENTURE

Your Companys Joint Venture Agreement namely Cybercom Datamatics Information Solutions Limited incorporated in India has progressed significantly during the year. It has generated revenues of Rs. 192.56 million compared to previous years revenues of Rs. 144.70 million. Its headcount increased from 119 to 182 during the year.

Your Companys other Joint Venture Company, viz, Datamatics Yash Technologies Private Limited has been sold during the year.

IPO FUND UTILIZATION

During the previous year and current year, the Company has capitalized property at Nashik and its infrastructure development cost. The below stated amount includes advance against capital expenditure of Rs. 64,676,662/- ( P. Y. Rs. 25,834,000/-) and the investment of Rs. 56,244,000/- ( P. Y. Rs. 4,779,875/-) made in Subsidiary at Mauritiu (P. Y. Mauritius and Switzerland).



(Rs. in million)

Particulars Proposed Actual Balance

utilization utilization amount

of funds as of funds available

stated in as on

prospectus March 31,

2010

Investment in

subsidiaries & Associates 146 146 Nil

Repayment of Secured

Loans 99 65 34

Investment in Fixed

Assets 47 47 Nil

Corporate purposes

including strategic

initiatives and

acquisitions 568 317 251

Issue expenses 75 61 14

Total 935 636 299



CERTIFICATIONS

Your Company has received the following certifications during the year 2009-2010:

1. Information Security Management System (ISMS) Certifications

(a) ISO 9001:2008

Your Company has been certified for the recently-introduced ISO 9001:2008 certification for its quality management system. The certification was accomplished without any instance of non-compliance across the organization.

The new ISO 9001:2008 certification specifies that an organization needs to demonstrate an ability to consistently provide products and services that meets customer and applicable statutory and regulatory requirements. The organization should also aim to enhance customer satisfaction through the effective application of the system, including processes for continual improvement of the system and the assurance of conformity to customer and applicable statutory and regulatory requirements. Your Company received the certification after a rigorous and extensive external audit carried out by DNV (Det Norske Veritas), an international independent company doing ISO certifications worldwide, via 300 offices in about 100 countries. DNV audited projects and support functions based on their respective Internal Service Level Agreement (ISLA). To prepare for the audits, the corporate quality team conducted Internal Quality Audits (IQA) to ensure the quality compliance associated with every project and support functions.

(b) ISO 27001

Your Company was recertified for ISO 27001 Information Security Management System. The certificate is awarded by the STQC IT Certification Services, which functions under the Ministry of Communications and Information Technology, Government of India.

ISMS-certified offices of your Company are located in Mumbai (MIDC and SEEPZ-SEZ, Andheri – East), Chennai, Nashik, Livonia and Burlington (USA).

The certification affirms the managements commitment toward an established information security management system that fulfills the requirements of the standard, involving risk management and prevention of data security threats, risks, impacts and vulnerabilities. The system is constantly monitored and reviewed.

2. SAS 70

Your Companys Finance & Accounting services have been certified for Statement on Auditing Standards (SAS) No. 70 (SAS 70) by the American Institute of Certified Public Accountants (AICPA). The certification represents the in-depth audits carried out by a outsourcing services provider of the control objectives for the client organization.

3. Learning & Development

Your Company launched a long-term learning & development initiative called Team Eagle @ Datamatics in

the past year. The programme aims at creating execution excellence and passion, infuencing change, and inculcating high energy and drive. The programme leverages business-critical projects to develop a new generation of leaders. EAGLE expands to Execution, Accountability, Go-getter, Lets-do-it-right-now attitude and Energize.

Team Eagle @ Datamatics programme involves on-the-job learning, strategic project-based capability building, executive coaching, study missions and participating in professional forums. For the programme, your Company tied up with Right Management, the worlds largest talent and career management consulting firm.

In 2009-10, a team of 21 Datamaticians delivered large productivity gains in the projects they were associated with.

Your Companys Learning & Development team also launched an outdoor experiential learning programme called Synergy. During the year, your Companys Learning & Development team designed and delivered various programmes to meet the training needs of professionals right from a trainee software engineer to President. Such continuous training has created professionals who are trained on the latest technologies, tools and techniques, and who work as highly-cohesive, coordinated teams to meet the organizations vision and mission.

Apart from this, over 40 professionals were certified as Project Management Professionals by the Project Management Institute, USA, in the past year. PMP – certified professionals are well-versed in tools and techniques required to contribute to the quality, efficiency and business results across the organization. Apart from this, hundreds of professionals successfully completed and received certifications such as Information Technology Infrastructure Library (ITIL) V 3.0, Sun Certified Java Programmer (SCJP) 5.0, HP Quick Test Professional 9.2, Microsoft Certified Technical Specialist, PRINCE 2 Practitioner and Executive Coaching Certification.

Your Company clocked 1,06,728 training person hours, during the year 2009-2010 by executing 714 training programs across locations.



SIGNIFICANT ACHIEVEMENTS

1. Excellence Award Certificate for Innovation

Your Companys Telecom & Embedded Engineering Services received the Excellence Award Certificate for Innovation at ACREX India 2010 for i-AC for embedded software that makes window air conditioners intelligent. The Competition included 250 companies like ABB, Larsen & Toubro, Bajaj, Carrier, Daikin, Emerson Network, Hitachi Home, Honeywell, LG, Lucas TVS, Mitsubishi and Pidilite.

ACREX India is the largest international exhibition and conference catering to the air conditioning, refrigeration, ventilation and building services industries that happens only once in 2 years. Datamatics showcased i-AC along with its partner Shanti Engineering.

i-AC is an innovative endeavor towards making a Green Earth. Using i-AC consumers, both corporate and individual home owners, can save up to 20% of energy used by their ACS. It uses infra-red sensors to detect the presence of people in a room and accordingly directs air. It can also switch between Air Conditioner and fan according to the rooms temperature variations. It also controls the ceiling fans speed.

2. Microsoft Gold Certification

This year, your Company received the highest Microsoft Gold Certification for the Custom Development Solution and Information Worker Solution. The benefits associated with the certification are access to the tools and support that partners need to help themselves stand out in the marketplace. At this level, we have the opportunity to build a close working relationship with Microsoft. Also, we received several software licensing and support benefits like training, subscription and promotion.

3. IBM Partner World Advanced

IBM upgraded its partnership with your Company to Advanced. As a result, our benefits have also expanded. This also means that Datamatics can now leverage the incremental resources of the Partner World Industry Networks helping us generate more leads and accelerate sales.

4. Datamatics-Jahia Partnership

Jahia, a premier provider of Web Content Integration software combining web, document and portal features, entered into a strategic partnership with your Company. Your Company will now provide cost-effective and scalable content management solutions for international organizations. The two companies share a strong commitment to corporate social responsibility, including open source and Java development. Your Company will partner Jahia on projects for international, humanitarian and healthcare organizations.

QUALITY

Your Company continues to focus on quality. Earlier your Company was the only Company to have won the International Asia Pacific Award for Quality for Services. 38 countries that included USA, Canada, Russia, Japan and Australia, countries that border the Pacific Ocean competed for this Award. This is a feather in the cap of your Company. The significant initiatives of your Company towards quality are:

(1) Six Sigma Initiative

Your organizations Process Improvement initiative saw 30 Six Sigma projects and 372 Quick Hit Projects being implemented. These projects delivered significant benefits to the organization. Till date, 231 Six Sigma Projects and 933 Quick Hit Projects have been completed since the launch of the initiative.

The vigor of the previous year continued in doing Productivity and Performance improvements through Six Sigma Initiatives. The initiative takes under its cap all productivity improvements using the Six Sigma methodology, as well as using any other methodology, and also Quick Hit projects, which are Kaizen type of improvements.

(2) Metrics

Your Company continued with the concept of measuring Delivery Index for each Line of Business and each Support Department. The initiative was introduced in 2008-09. The quality of all deliverables was monitored on a regular basis and feedback given to the Department Heads. Similarly the Schedule and Efforts were tracked. Having devised a measurement system for all of these we could give precise feedback. This has improved our performance and productivity.

SHARE CAPITAL

As on March 31, 2010, Paid-up Share Capital of the Company is Rs. 294,746,685 divided into 58,949,337 equity shares of Rs. 5/- each fully paid up.

During the year under review, the Company redeemed 8% 1,400,000 preference shares of Rs. 10/- each fully paid-up with fixed tenure, 8% 7,300,000 preference shares of Rs. 10/- each fully paid-up without fixed tenure and 9% 11,950,000 preference shares of Rs. 10/- each fully paid-up without fixed tenure.

DIRECTORS

Mr. Vidur V. Bhogilal and Mr. Sudhir C. Deshpande retire by rotation and being eligible offer themselves for reappointment. Dr. Lalit S. Kanodia is being reappointed as a Chairman and Whole Time Director for five years w.e.f. 15th May, 2010.

AUDITORS

M/s. Kanu Doshi Associates, Chartered Accountants, Mumbai, hold office until the conclusion of the forthcoming Annual General Meeting and have confirmed their eligibility and willingness to accept the office of the Auditors, if reappointed.

INFORMATION ON AUDITORS OBSERVATIONS

Observations of Auditors in point no. (iv) of Auditors Report regarding non-provisioning for diminution in the value of investments in the subsidiaries has been adequately explained in note 23 of Notes to the Accounts. However, it is further clarified that though the net worth of these overseas subsidiaries has declined, the management is confident of turning around the subsidiaries in near future. Hence it is decided not to make any provision for diminution in the value of investment made in the overseas subsidiaries. The other observations are self explanatory and need not be required to be further commented in this report.

AUDIT COMMITTEE

The present Audit Committee of the Board comprises of Mr. R. K. Saraswat, Mr. Sudhir C. Deshpande and Mr. Shahzaad Dalal. Mr. R. K. Saraswat is the Chairman of the Committee.

DISCLOSURE UNDER SECTION 217(1)(e) OF THE COMPANIES ACT, 1956

I. CONSERVATION OF ENERGY:

The information required in connection with conservation of energy, under section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, the Directors furnish herein below the required additional information:

(a) Conservation of Energy - Our Company being in IT & ITeS industry, our operations are not energy intensive. Adequate measures have been taken to conserve energy.

(b) There were no additional investments and proposals, if any, being implemented for reduction of consumption

of energy as the nature of your Companys operations entails a very low level of energy consumption.

(c) Impact of the measures at (a) and (b) above for reduction of energy consumption and consequent impact on the cost of production of goods – N.A.

(d) Total energy consumption and energy consumption per unit of production – N.A.

FORM A: FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY

A. Power and fuel consumption: NIL.

B. Consumption per unit of production: NIL.

II. TECHNOLOGY ABSORPTION

Every effort is made by the Company to update the technological skills of its technical staff in order to ensure that they possess adequate skills to enable them to service the Companys clients.

FORM B: FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO TECHNOLOGY ABSORPTION ETC.

I. Research & Development (R&D): The Research & Development Centre, the hub of innovation in your Company, develops a range of innovative solutions and off-the-shelf products. Some of these solutions and products were powered by i-Q, the Artificial Intelligence-based smart document processing solution developed at our Research & Development Centre.

These solutions include Explanation of Benefts Processing, Healthcare Claims Processing, Account Opening Form Processing, Airway Bill, Bill of Lading, Interline Bills Processing, Stub Processing, i-CnC (Click-n-Capture), i-16A (Form 16 A Processing), and i-DART (Document, Archival, Retrieval and Tracking).

Process engineering and innovation are major focus areas in your Company. This focus has been the driving force behind the organization pioneering new processes. The clients of Datamatics have recognized the contribution of these innovations as being crucial to improving their productivity, efficiency and profitability.

The Research & Development Centre, the Software Support Group and F&A domain experts worked together to launch eProcess Manager+, an out-of-the-box solution with pre- defned workflow scenarios based on best business practices to manage business documents efficiently and effectively. This solution not only enables companies to streamline their business processes but also provides consistency and visibility over the process helping companies to comply with given regulations.

This is an addition to the existing ePayables/Manager solution portfolio, that your Company has been successfully implemented in 70 different projects across the globe. Other solutions in the family include eRM (eReceivableManager), eGL(eGeneralLedger), eTM (eTaxManager), eSurvey and ePledge.

Your Companys latest significant innovation is i-AC. Using i-AC consumers, both corporate and individual home owners, can save up to 20% of energy used by their air-conditioners.

Various other solutions launched during the year are:

- i-Architect - Intelligent application health check solution, software tool built on an extensible eclipse framework

- i-Mask - Masking sensitive data on documents

- i-CAT - Coding of open-ended responses from a range of market research methodologies

- Clinic - Integrated clinic management system

- i-DART - Intelligent document archival, retrieval and tracking solution

- DARTENIUM - High-productivity automation framework for web testing

- DARTS - Automated regression testing suite

- MobileServe - Web-based application for developing surveys on handheld devices

Intellectual Property Owned by Datamatics Global Services Limited

Datamatics now has copyrights registered in its name for the following solutions:

-One stop solution

-i-Q

-Cross Roads

-e-Payables Manager

-i- Mark

-Prism

-Panagon P-8 Data Migration Tool

-Socket Framework

All these solutions have been conceptualized, designed and created at the Research & Development Centre of your Company. As the needs of our customers demand, we will continue to deliver solutions that solve their business problems. Your Company has a high brand recall and intrinsic brand value associated with the name "DATAMATICS". Keeping this in mind, during the past year, the trademark "DATAMATICS" was registered with the Trade Marks Registry, Great Britain and Northern Ireland. Your Company is also getting the word mark ‘DATAMATICS and accompanying image/logo registered in the United States and with the EU Trade Mark offce in Alicante, Spain, which would be binding in all twenty seven member states of the European Union.

II. Technology Absorption, Adaptation and Innovation: Your Company has not imported any technology during the year under review other than purchase of software.

III. FOREIGN EXCHANGE EARNINGS AND OUTGO

I. Earnings in Foreign Exchange during the year: Rs. 1309.09 million.

II. Foreign Exchange outgo during the year: Rs. 107.76 million.

CORPORATE GOVERNANCE

A Report on Corporate Governance together with a certificate from the Auditors of the Company forms part of the Annual Report.

DETAILS OF GRANTS UNDER ESOP AS ON MARCH 31, 2010

Under the Key Employees Stock Option Plan 2006, options were to vest in the eligible employees in two (2) vestings. The second vesting was during the year under review; i.e 2009-2010. All the eligible employees have exercised their respective options under the said scheme.

The details of Employee Stock Option Plan required to be provided as per clause 12 of the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are as per Annexure "A" to this report.

HUMAN RESOURCES MANAGEMENT

We believe that people are the most valuable asset of the Company as they contribute individually as well as collectively to the achievement of business objectives. Your Companys endeavor is to provide suitable work environment that encourages positive attitude and superior performance. Human Resource policies of the company though business focused, are employee friendly, clear and concise, thereby providing employees with appropriate opportunities to grow professionally as well as personally.

The global manpower strength of your Company including its subsidiaries in the USA, UK, Australia and Germany as on March 31, 2010 was 2,757 employees.

Some of the areas that the Human Resource Management function has been consistently focusing upon are as follows:

EMPLOYEE RELATIONS

Maintenance of a cordial and supportive environment is a prerequisite for the smooth functioning of any organization. This requires the management and the employees to fully understand and respect each other. Acting as a link between these two important entities, the role of the dedicated ‘employee relations team is to build a healthy environment which is conducive to performance. On an ongoing basis, this team identifes and recommends to the management, necessary measures to maintain a positive climate and improve performance levels. Involving the organization as a whole in several fun & joy activities in the name of ‘Josh, this team ensures that the activities in the organization adds to the productivity and morale of the work force in the entity.

HR has been the cornerstone of your Company. Your Company, was the 3rd Company world-wide certifed at PCM level 5. We believe in developing Leadership qualities amongst our Employees. Your Company also encourages its Employees to go for outbound programs and improve Team motivation levels.

Training and Development are keys to the development and growth of our Employees. Training needs our constant identifcation of Employees current knowledge and skills vis-à-vis their skills required for the job. The gaps if any are met through Training programs published in the Calendar. These programs include Workshops, Seminars, Webinars, etc.

Internal Training Programs are encouraged, since we believe teaching is the best form of learning. The Company expended 1,06,657 training person hours during 2009-10.

Rewards and recognition in the form of monetary and non-monetary benefits stimulate greater performance. We are constantly recognizing and rewarding Employees who make a significant contribution to the Companys business. Our Reward

system includes Spot Awards, Employee of the Month as also our Annual Awards. All of these Awards recognize outstanding and consistent performance. Employees who have served the Company for long duration are also felicitated.

CORPORATE SOCIAL RESPONSIBILITY

Datamatics has recognized the underutilized potential of the educated and skilled physically-challenged professionals. Such individuals have a tremendous zeal to learn and are highly motivated to succeed against all odds. Your Company has provided such individuals an opportunity to contribute to the organizations growth while ensuring that they too beneft through the Knowledge Associates (KA) programme.

Datamatics has tied up with a non-governmental organization called NASSEOH (National Society for Equal Opportunities for the Physically Handicapped) and Amar Seva Sangam where nearly 60 physically-challenged individuals work as Knowledge Associates in the Outsourcing Management Team. Apart from these, nearly 20 KAs work from home.

Through the KA programme, Datamatics has provided such individuals the satisfaction of being financially independent, thus improving their status in society. The programme is tailor-made for individuals who cannot commit themselves to full-time employment or travel any distance to the place of work.

Datamatics has also enabled NGOs to provide opportunities for the physically-challenged by donating PCs to facilitate their IT set up. Trainers from the organization visit the NGOs and homes of the KAs to conduct training and feedback sessions. In some instances, a mentor co-coordinator is stationed at the NGO for 3-6 months to co-coordinate training & hardware setup.

As professionals, Datamatics treats the physically-challenged KAs on par with other employees, while ensuring the project managers take extra care and show empathy while managing these KAs.

Your Company has tied up with Jindal Group Company JSoft to provide employment to spouses of farmers in Bellary distrist, Karnataka. The project involves processing Healthclaim forms using i-Q, the smart document processing solution developed by your Company.

Initially, the project will involve 25 operators who have been trained by experts from your Company‘s project delivery team. In future, the plan is to ramp up the capacity to 100 operators and start operations at 2 locations as part of contingency plan.

PARTICULARS OF EMPLOYEES

The particulars of employees as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, forms a part of this Report. However, in pursuance of Section 219(1)(b)(iv) of the Companies Act, 1956, this Report is being sent to all the shareholders of the Company, excluding the aforesaid information and the said particulars are made available at the registered office of the Company. Members interested in obtaining such particulars may write to the Company Secretary at the corporate office of the Company.

ACCEPTANCE OF FIXED DEPOSITS

The Company has not accepted any fixed deposits during the year.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956, it is hereby stated that:

1. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of your Company at the end of the financial year and of the profit or loss of the Company for that period;

3. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities; and

4. the Directors have prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENTS

The Directors thank the Companys customers, suppliers, bankers, financial institutions, Central and State Government and shareholders for their consistent support to the Company. The Directors also sincerely acknowledge the significant contribution made by all the employees of the Company and its subsidiaries during the year under review.



For and on behalf of the Board

Dr. Lalit S. Kanodia Chairman

Place : Mumbai Date : May 25, 2010